Item 1. Unaudited Financial Statements

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Item 1. Unaudited Financial Statements

FAIR ISAAC CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

June 30, 2026September 30, 2025
(In thousands, except par value data)
Assets
Current assets:
Cash and cash equivalents$248,444$134,136
Accounts receivable, net592,530529,148
Prepaid expenses and other current assets40,58941,881
Total current assets881,563705,165
Marketable securities56,09354,625
Property and equipment, net90,98867,713
Operating lease right-of-use assets23,08726,213
Goodwill791,815783,340
Deferred income taxes92,384118,553
Other assets101,443112,524
Total assets$2,037,373$1,868,133
Liabilities and Stockholders’ Deficit
Current liabilities:
Accounts payable$26,878$32,315
Accrued compensation and employee benefits110,863115,369
Other accrued liabilities102,026114,618
Deferred revenue205,424187,372
Current maturities on debt300,000399,541
Total current liabilities745,191849,215
Long-term debt5,282,3892,656,150
Operating lease liabilities15,62119,187
Other liabilities91,30789,365
Total liabilities6,134,5083,613,917
Commitments and contingencies
Stockholders’ deficit:
Preferred stock ($0.01 par value; 1,000 shares authorized; none issued and outstanding)——
Common stock ($0.01 par value; 200,000 shares authorized, 88,857 shares issued and 21,597 and 23,764 shares outstanding at June 30, 2026 and September 30, 2025, respectively)216238
Additional paid-in-capital1,062,6181,331,120
Treasury stock, at cost (67,260 and 65,093 shares at June 30, 2026 and September 30, 2025, respectively)(10,276,707)(7,537,908)
Retained earnings5,212,8194,552,816
Accumulated other comprehensive loss(96,081)(92,050)
Total stockholders’ deficit(4,097,135)(1,745,784)
Total liabilities and stockholders’ deficit$2,037,373$1,868,133

See accompanying notes.

FAIR ISAAC CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

(Unaudited)

Quarter Ended June 30,Nine Months Ended June 30,
2026202520262025
(In thousands, except per share data)
Revenues:
On-premises and SaaS software$196,969$187,915$584,421$557,752
Professional services18,32224,19154,99960,343
Scores458,897324,3091,238,404857,023
Total revenues674,188536,4151,877,8241,475,118
Operating expenses:
Cost of revenues87,01787,571265,477262,546
Research and development53,70847,212157,536137,394
Selling, general and administrative170,835139,114455,669387,484
Total operating expenses311,560273,897878,682787,424
Operating income362,628262,518999,142687,694
Interest expense, net(59,877)(32,899)(146,462)(93,765)
Other income, net11,9087,3729,9396,207
Income before income taxes314,659236,991862,619600,136
Provision for income taxes77,48755,202202,616103,204
Net income237,172181,789660,003496,932
Other comprehensive income (loss):
Foreign currency translation adjustments(536)13,003(4,031)3,356
Comprehensive income$236,636$194,792$655,972$500,288
Earnings per share:
Basic$10.46$7.49$28.28$20.41
Diluted$10.45$7.40$28.12$20.12
Shares used in computing earnings per share:
Basic22,67024,28423,34124,350
Diluted22,70324,57523,47024,696

See accompanying notes.

FAIR ISAAC CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

(Unaudited)

Common StockAdditional Paid-in-CapitalTreasury StockRetained EarningsAccumulated Other Comprehensive LossTotal Stockholders’ Deficit
(In thousands)SharesPar Value
Balance at March 31, 202623,295$233$1,316,744$(8,298,729)$4,975,647$(95,545)$(2,101,650)
Share-based compensation——52,331———52,331
Issuance of treasury stock under employee stock plans8—(6,457)949——(5,508)
Repurchases of common stock(1,706)(17)(300,000)(1,978,927)——(2,278,944)
Net income————237,172—237,172
Foreign currency translation adjustments—————(536)(536)
Balance at June 30, 202621,597$216$1,062,618$(10,276,707)$5,212,819$(96,081)$(4,097,135)
Common StockAdditional Paid-in-CapitalTreasury StockRetained EarningsAccumulated Other Comprehensive LossTotal Stockholders’ Deficit
(In thousands)SharesPar Value
Balance at March 31, 202524,352$244$1,251,784$(6,490,817)$4,216,013$(101,276)$(1,124,052)
Share-based compensation——41,930———41,930
Issuance of treasury stock under employee stock plans28—(1,602)2,791——1,189
Repurchases of common stock(284)(3)—(511,302)——(511,305)
Net income————181,789—181,789
Foreign currency translation adjustments—————13,00313,003
Balance at June 30, 202524,096$241$1,292,112$(6,999,328)$4,397,802$(88,273)$(1,397,446)
Common StockAdditional Paid-in-CapitalTreasury StockRetained EarningsAccumulated Other Comprehensive LossTotal Stockholders’ Deficit
(In thousands)SharesPar Value
Balance at September 30, 202523,764$238$1,331,120$(7,537,908)$4,552,816$(92,050)$(1,745,784)
Share-based compensation——141,910———141,910
Issuance of treasury stock under employee stock plans1181(110,412)14,071——(96,340)
Repurchases of common stock(2,285)(23)(300,000)(2,752,870)——(3,052,893)
Net income————660,003—660,003
Foreign currency translation adjustments—————(4,031)(4,031)
Balance at June 30, 202621,597$216$1,062,618$(10,276,707)$5,212,819$(96,081)$(4,097,135)
Common StockAdditional Paid-in-CapitalTreasury StockRetained EarningsAccumulated Other Comprehensive LossTotal Stockholders’ Deficit
(In thousands)SharesPar Value
Balance at September 30, 202424,392$244$1,366,572$(6,138,736)$3,900,870$(91,629)$(962,679)
Share-based compensation——124,288———124,288
Issuance of treasury stock under employee stock plans1792(198,748)17,467——(181,279)
Repurchases of common stock(475)(5)—(878,059)——(878,064)
Net income————496,932—496,932
Foreign currency translation adjustments—————3,3563,356
Balance at June 30, 202524,096$241$1,292,112$(6,999,328)$4,397,802$(88,273)$(1,397,446)

See accompanying notes.

FAIR ISAAC CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

Nine Months Ended June 30,
20262025
(In thousands)
Cash flows from operating activities:
Net income$660,003$496,932
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization12,12310,931
Share-based compensation141,910124,288
Deferred income taxes25,693(19,427)
Net gain on marketable securities(2,765)(1,629)
Non-cash operating lease costs7,1587,426
Provision for doubtful accounts—1,485
Net loss on sales and abandonment of property and equipment2693
Changes in operating assets and liabilities:
Accounts receivable(50,766)(32,784)
Prepaid expenses and other assets(1,370)(25,094)
Accounts payable(5,538)4,276
Accrued compensation and employee benefits(4,419)(9,656)
Other liabilities(21,107)(16,580)
Deferred revenue16,93214,877
Net cash provided by operating activities777,880555,138
Cash flows from investing activities:
Purchases of property and equipment(1,355)(4,751)
Capitalized internal-use software costs(26,491)(21,831)
Proceeds from sales of marketable securities16,5661,856
Purchases of marketable securities(15,186)(5,664)
Purchases of other investments(12,810)—
Net cash used in investing activities(39,276)(30,390)
Cash flows from financing activities:
Proceeds from revolving line of credit and term loans2,950,000450,000
Payments on revolving line of credit and term loans(1,015,000)(1,368,750)
Proceeds from issuance of senior notes1,000,0001,500,000
Payments on senior notes(400,000)—
Payments on debt issuance costs(12,063)(17,163)
Payments on finance leases(2,950)(3,079)
Proceeds from issuance of treasury stock under employee stock plans14,93521,908
Taxes paid related to net share settlement of equity awards(111,275)(203,188)
Repurchases of common stock, inclusive of excise tax and prepayment under accelerated share repurchase agreement(3,045,992)(866,520)
Net cash used in financing activities(622,345)(486,792)
Effect of exchange rate changes on cash(1,951)426
Increase in cash and cash equivalents114,30838,382
Cash and cash equivalents, beginning of period134,136150,667
Cash and cash equivalents, end of period$248,444$189,049
Supplemental disclosures of cash flow information:
Cash paid for income taxes, net of refunds of $8,538 and $3,442 during the nine-month periods ended June 30, 2026 and 2025, respectively$162,882$129,078
Cash paid for interest$162,420$101,112
Supplemental disclosures of non-cash investing and financing activities:
Purchase of property and equipment included in accounts payable$213$2,600
Unsettled repurchases of common stock, inclusive of excise tax accrued, but not yet paid$25,318$24,935

See accompanying notes.

FAIR ISAAC CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. Nature of Business

Fair Isaac Corporation

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,” or “FICO”) is a global analytics software leader. We were founded in 1956 on the premise that data, used intelligently, can improve business decisions. Today, FICO’s software and the widely used FICO® Score operationalize analytics, enabling thousands of businesses in more than 80 countries to uncover new opportunities, make timely decisions that matter, and execute them at scale. Most leading banks and credit card issuers rely on our solutions, as do insurers, retailers, telecommunications providers, automotive lenders, consumer reporting agencies, public agencies, and organizations in other industries. We also serve consumers through online services that enable people to access and understand their FICO® Scores — the standard measure of consumer credit risk in the United States (“U.S.”) — empowering them to increase financial literacy and manage their financial health.

Principles of Consolidation and Basis of Presentation

We have prepared the accompanying unaudited interim condensed consolidated financial statements in accordance with the instructions to Form 10-Q and the applicable accounting guidance. Consequently, we have not necessarily included all information and footnotes required for audited financial statements. In our opinion, the accompanying unaudited interim condensed consolidated financial statements reflect all adjustments (consisting only of normal recurring adjustments, except as otherwise indicated) necessary for a fair presentation of our financial position and results of operations. These unaudited condensed consolidated financial statements and notes thereto should be read in conjunction with our audited consolidated financial statements and notes thereto presented in our Annual Report on Form 10-K for the fiscal year ended September 30, 2025. The interim financial information contained in this report is not necessarily indicative of the results to be expected for any other interim period or for the entire fiscal year.

The condensed consolidated financial statements include the accounts of FICO and its subsidiaries. All intercompany accounts and transactions have been eliminated.

Use of Estimates

We make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and the disclosures made in the accompanying notes. For example, we use estimates in determining the appropriate levels of various accruals; variable considerations included in the transaction price and standalone selling price of each performance obligation for our customer contracts; labor hours in connection with fixed-fee service contracts; the amount of our tax provision; and the realizability of deferred tax assets. We also use estimates in determining the remaining economic lives and carrying values of property and equipment and other long-lived assets. In addition, we use assumptions to estimate the fair value of reporting units and share-based compensation. Actual results may differ from our estimates.

New Accounting Pronouncements

Recent Accounting Pronouncements Not Yet Adopted

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”). ASU 2023-09 requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as disaggregated information on income tax paid. The standard is effective for fiscal years beginning after December 15, 2024, which means that it will be effective for our annual periods beginning with the fiscal year ending September 30, 2026. We are currently evaluating the impact that the updated standard will have on our disclosures within our consolidated financial statements.

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. The standard is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, which means that it will be effective for our annual periods beginning with the fiscal year ending September 30, 2028, and our interim periods beginning October 1, 2028. Early adoption is permitted. We are currently evaluating the impact that the updated standard will have on our disclosures within our consolidated financial statements.

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 and related disclosures.

We do not expect that any other recently issued accounting pronouncements will have a significant effect on our consolidated financial statements.

2. Fair Value Measurements

Fair value is defined as the price that would be received from the sale of an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The accounting guidance establishes a three-level hierarchy for disclosure that is based on the extent and level of judgment used to estimate the fair value of assets and liabilities.

  • Level 1 — uses unadjusted quoted prices that are available in active markets for identical assets or liabilities. Our Level 1 assets were comprised of bank time deposits and certain marketable securities and our Level 1 liabilities included senior notes as of June 30, 2026 and September 30, 2025.

  • Level 2 — uses inputs other than quoted prices included in Level 1 that are either directly or indirectly observable through correlation with market data. These include quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; and inputs to valuation models or other pricing methodologies that do not require significant judgment because the inputs used in the model, such as interest rates and volatility, can be corroborated by readily observable market data. We did not have any assets or liabilities that are valued using inputs identified under a Level 2 hierarchy as of June 30, 2026 and September 30, 2025.

  • Level 3 — uses one or more significant inputs that are unobservable and supported by little or no market activity, and that reflect the use of significant management judgment. Level 3 assets and liabilities include those whose fair value measurements are determined using pricing models, discounted cash flow methodologies or similar valuation techniques, and significant management judgment or estimation. We did not value any assets or liabilities using inputs identified under a Level 3 hierarchy as of June 30, 2026 and September 30, 2025.

The following tables represent financial assets that we measured at fair value on a recurring basis at June 30, 2026 and September 30, 2025:

June 30, 2026Active Markets for Identical Instruments (Level 1)Fair Value as of June 30, 2026
(In thousands)
Assets:
Cash equivalents (1)$13,229$13,229
Marketable securities (2)56,09356,093
Total$69,322$69,322
September 30, 2025Active Markets for Identical Instruments (Level 1)Fair Value as of September 30, 2025
(In thousands)
Assets:
Cash equivalents (1)$6$6
Marketable securities (2)54,62554,625
Total$54,631$54,631

(1) Included in cash and cash equivalents on our condensed consolidated balance sheets at June 30, 2026 and September 30, 2025. Not included in these tables are cash deposits of $235.2 million and $134.1 million at June 30, 2026 and September 30, 2025, respectively.

(2) Represents securities held under a non-qualified deferred compensation plan for certain officers and senior management employees, which are distributed upon separation from service or at a specific date while still employed. Included in marketable securities on our condensed consolidated balance sheets at June 30, 2026 and September 30, 2025.

See Note 6 for the fair value of our senior notes.

There were no transfers between Level 1, Level 2, and Level 3 of the fair value hierarchy during the quarters and nine-month periods ended June 30, 2026 and 2025.

3. Derivative Financial Instruments

We use derivative instruments to manage risks caused by fluctuations in foreign exchange rates. The primary objective of our derivative instruments is to protect the value of foreign-currency-denominated receivables and cash balances from the effects of volatility in foreign exchange rates that might occur prior to conversion to their functional currencies. We principally utilize foreign currency forward contracts, which enable us to buy and sell foreign currencies in the future at fixed exchange rates and economically offset changes in foreign exchange rates. We routinely enter into contracts to offset exposures denominated in the British pound, Euro, and Singapore dollar.

Foreign-currency-denominated receivables and cash balances are remeasured at foreign exchange rates in effect on the balance sheet date with the effects of changes in foreign exchange rates reported in other income, net. The forward contracts are not designated as hedges and are marked to market through other income, net. Fair value changes in the forward contracts help mitigate the changes in the value of the remeasured receivable and cash balances attributable to changes in foreign exchange rates. The forward contracts are short-term in nature and typically have average maturities at inception of less than three months.

The following tables summarize our outstanding foreign currency forward contracts, by currency, at June 30, 2026 and September 30, 2025:

June 30, 2026
Contract AmountFair Value
Foreign CurrencyUSDUSD
(In thousands)
Sell foreign currency:
Euro (EUR)EUR4,300$4,907$—
Buy foreign currency:
British pound (GBP)GBP5,902$7,800$—
Singapore dollar (SGD)SGD6,853$5,300$—
September 30, 2025
Contract AmountFair Value
Foreign CurrencyUSDUSD
(In thousands)
Sell foreign currency:
Euro (EUR)EUR7,700$9,034$—
Buy foreign currency:
British pound (GBP)GBP10,019$13,500$—
Singapore dollar (SGD)SGD8,087$6,300$—

The foreign currency forward contracts were entered into on June 30, 2026 and September 30, 2025; therefore, their fair value was $0 on each of these dates.

Gains (losses) on derivative financial instruments were recorded in our condensed consolidated statements of income and comprehensive income as a component of other income, net, and consisted of the following:

Quarter Ended June 30,Nine Months Ended June 30,
2026202520262025
(In thousands)
Gains (losses) on foreign currency forward contracts$3$950$(572)$68

4. Goodwill

The following table summarizes changes to goodwill during the nine months ended June 30, 2026, both in total and as allocated to our segments. As of June 30, 2026, there was no accumulated goodwill impairment loss.

ScoresSoftwareTotal
(In thousands)
Balance at September 30, 2025$146,648$636,692$783,340
Foreign currency translation and other adjustments—8,4758,475
Balance at June 30, 2026$146,648$645,167$791,815

5. Composition of Certain Financial Statement Captions

The following table presents the composition of property and equipment, net at June 30, 2026 and September 30, 2025:

June 30, 2026September 30, 2025
(In thousands)
Property and equipment, net:
Property and equipment$66,977$66,134
Internal-use software73,64247,151
Less: accumulated depreciation and amortization(49,631)(45,572)
Total$90,988$67,713

The following table presents the composition of other accrued liabilities at June 30, 2026 and September 30, 2025:

June 30, 2026September 30, 2025
(In thousands)
Other accrued liabilities:
Interest payable$37,727$53,500
Other64,29961,118
Total$102,026$114,618

6. Debt

The following table represents our debt at carrying value at June 30, 2026 and September 30, 2025:

June 30, 2026September 30, 2025
(In thousands)
Current maturities on debt:
Term loan$300,000$—
The 2018 Senior Notes—400,000
Less: debt issuance costs—(459)
Current maturities on debt300,000399,541
Long-term debt:
Revolving line of credit710,000275,000
Term loan1,200,000—
The 2019 Senior Notes and the 2021 Senior Notes900,000900,000
The 2025 Senior Notes1,500,0001,500,000
The 2026 Senior Notes1,000,000—
Less: debt issuance costs(27,611)(18,850)
Long-term debt5,282,3892,656,150
Total debt$5,582,389$3,055,691

Revolving Line of Credit and Term Loan

We have a credit agreement with a syndicate of banks that provides for a $1.0 billion unsecured revolving line of credit that matures on May 13, 2030. On June 5, 2026, we amended our credit agreement to provide for the issuance of a $1.5 billion unsecured term loan that was borrowed in full on June 5, 2026 and matures on May 15, 2028. The credit agreement also provides for an option for us to request additional incremental term loans and/or incremental increases to the revolving line of credit from time to time, in each case subject to the terms and conditions of the credit agreement. Borrowings under the credit agreement can be used for working capital and general corporate purposes and may also be used for the refinancing of existing debt, acquisitions, and the repurchase of our common stock. Principal on the term loan is to be repaid in consecutive quarterly installments on the last business day of March, June, September, and December equal to (i) $75.0 million from September 30, 2026 through and including June 30, 2027 and (ii) $112.5 million thereafter. Interest rates on amounts borrowed under the revolving line of credit and term loan 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) the Daily Simple Secured Overnight Financing Rate (“SOFR”) plus 1%, plus, in each case, an applicable margin, (ii) the Daily Simple SOFR 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), or (iii) term SOFR (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). The applicable margin for base rate borrowings and for SOFR borrowings for the loans under the credit agreement is determined based on our consolidated leverage ratio. The applicable margin for loans under the revolving line of credit for base rate borrowings ranges from 0% to 1% per annum and for SOFR borrowings ranges from 1% to 2% per annum. The applicable margin for the term loan for base rate borrowings ranges from 0.5% to 1.25% per annum and for SOFR borrowings ranges from 1.5% to 2.25% per annum. In addition, we must pay certain credit agreement fees. The credit agreement contains certain restrictive covenants including a maximum consolidated leverage ratio of 4.5 to 1.0 through December 30, 2026, 4.0 to 1.0 during December 31, 2026 through December 30, 2027, and 3.5 to 1.0 during December 31, 2027 and thereafter, subject to a step up to 4.0 to 1.0 following certain permitted acquisitions and subject to certain conditions, and contains other covenants typical of an unsecured credit facility.

As of June 30, 2026, we had $710.0 million in borrowings outstanding under the revolving line of credit at a weighted-average interest rate of 5.643% and $1.5 billion in outstanding balance of the term loan at an interest rate of 5.863%, and we were in compliance with all financial covenants under the credit agreement.

Senior Notes

On May 8, 2018, we issued $400.0 million of senior notes in a private offering to qualified institutional investors (the “2018 Senior Notes”). The 2018 Senior Notes required interest payments semi-annually at a rate of 5.25% per annum and were to mature on May 15, 2026. On March 26, 2026, prior to the maturity date, we repaid in full the 2018 Senior Notes, utilizing proceeds from the issuance of the 2026 Senior Notes (as defined below).

On December 6, 2019, we issued $350.0 million of senior notes in a private offering to qualified institutional investors (the “2019 Senior Notes”). The 2019 Senior Notes require interest payments semi-annually at a rate of 4.00% per annum and will mature on June 15, 2028.

On December 17, 2021, we issued $550.0 million of additional senior notes of the same class as the 2019 Senior Notes in a private offering to qualified institutional investors (the “2021 Senior Notes”). The 2021 Senior Notes require interest payments semi-annually at a rate of 4.00% per annum and will mature on June 15, 2028, the same date as the 2019 Senior Notes.

On May 13, 2025, we issued $1.5 billion of senior notes in a private offering to qualified institutional investors (the “2025 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.

On March 20, 2026, we issued $1.0 billion of senior notes in a private offering to qualified institutional investors (the “2026 Senior Notes,” and collectively with the 2018 Senior Notes, the 2019 Senior Notes, the 2021 Senior Notes, and the 2025 Senior Notes, the “Senior Notes”). The 2026 Senior Notes require interest payments semi-annually at a rate of 6.25% per annum and will mature on September 15, 2034.

The indentures for the Senior Notes contain certain covenants typical of unsecured obligations and we were in compliance as of June 30, 2026.

The following table presents the face values and fair values for the Senior Notes at June 30, 2026 and September 30, 2025:

June 30, 2026September 30, 2025
Face ValueFair ValueFace ValueFair Value
(In thousands)
The 2018 Senior Notes$—$—$400,000$399,500
The 2019 Senior Notes and the 2021 Senior Notes900,000874,125900,000875,250
The 2025 Senior Notes1,500,0001,475,6251,500,0001,518,750
The 2026 Senior Notes1,000,000983,750——
Total$3,400,000$3,333,500$2,800,000$2,793,500

7. Accelerated Share Repurchase

Our Board of Directors has authorized us to make repurchases of shares of our common stock from time to time in the open market, in negotiated transactions, and through accelerated share repurchase programs. As part of the broader stock repurchase program, we entered into an accelerated share repurchase agreement (“ASR Agreement”) with Wells Fargo Securities, Inc. (“Wells Fargo Securities”) on June 5, 2026 to repurchase $1.5 billion of our common stock. The ASR Agreement was accounted for as two separate transactions: (1) a repurchase of shares of common stock and (2) an equity-linked contract on our own common stock. Pursuant to the ASR Agreement, we paid $1.5 billion to Wells Fargo Securities and received an initial delivery of 1,055,103 shares of common stock, which had a value of approximately $1.2 billion and therefore approximated 80 percent of the total number of expected shares to be repurchased under the ASR Agreement. The remaining $300.0 million is considered a prepayment under the ASR Agreement, due to shares not yet being delivered with respect to such amount. The equity-linked contract for this remaining $300.0 million, representing shares to be delivered by Wells Fargo Securities to us under the ASR Agreement at settlement, was recorded as a reduction to additional paid-in-capital as of June 30, 2026. The final number of shares to be repurchased and the average price paid per share will be determined upon the settlement of the ASR Agreement, which is expected to occur during the fourth quarter of fiscal 2026. The final number of shares to be repurchased will be based on the volume-weighted average price of our common stock over the term of the ASR Agreement, less a discount and subject to adjustments pursuant to the terms and conditions of the ASR Agreement.

8. Revenue from Contracts with Customers

Disaggregation of Revenue

The following tables provide information about disaggregated revenue by primary geographical market:

Quarter Ended June 30, 2026
ScoresSoftwareTotalPercentage
(Dollars in thousands)
Americas (*)$457,267$154,667$611,93491%
Europe, Middle East and Africa1,07240,35141,4236%
Asia Pacific55820,27320,8313%
Total$458,897$215,291$674,188100%

(*) Americas revenue included U.S. revenue of $552.4 million for the quarter ended June 30, 2026.

Quarter Ended June 30, 2025
ScoresSoftwareTotalPercentage
(Dollars in thousands)
Americas (*)$321,154$149,003$470,15787%
Europe, Middle East and Africa1,55339,84441,3978%
Asia Pacific1,60223,25924,8615%
Total$324,309$212,106$536,415100%

(*) Americas revenue included U.S. revenue of $422.7 million for the quarter ended June 30, 2025.

Nine Months Ended June 30, 2026
ScoresSoftwareTotalPercentage
(Dollars in thousands)
Americas (*)$1,230,488$456,745$1,687,23390%
Europe, Middle East and Africa5,281122,471127,7527%
Asia Pacific2,63560,20462,8393%
Total$1,238,404$639,420$1,877,824100%

(*) Americas revenue included U.S. revenue of $1.5 billion for the nine months ended June 30, 2026.

Nine Months Ended June 30, 2025
ScoresSoftwareTotalPercentage
(Dollars in thousands)
Americas (*)$846,102$432,932$1,279,03487%
Europe, Middle East and Africa5,097116,059121,1568%
Asia Pacific5,82469,10474,9285%
Total$857,023$618,095$1,475,118100%

(*) Americas revenue included U.S. revenue of $1.1 billion for the nine months ended June 30, 2025.

The following table provides information about disaggregated revenue for on-premises and SaaS software within our Software segment by deployment method:

Quarter Ended June 30,Percentage of revenuesNine Months Ended June 30,Percentage of revenues
20262025202620252026202520262025
(Dollars in thousands)
On-premises software$68,234$81,67335%43%$219,397$246,80838%44%
SaaS software128,735106,24265%57%365,024310,94462%56%
Total$196,969$187,915100%100%$584,421$557,752100%100%

The following table provides information about disaggregated revenue for on-premises and SaaS software within our Software segment by product features:

Quarter Ended June 30,Percentage of revenuesNine Months Ended June 30,Percentage of revenues
20262025202620252026202520262025
(Dollars in thousands)
Platform software$101,845$61,47952%33%$262,665$171,76545%31%
Non-platform software95,124126,43648%67%321,756385,98755%69%
Total$196,969$187,915100%100%$584,421$557,752100%100%

The following table provides information about disaggregated revenue for on-premises and SaaS software within our Software segment by timing of revenue recognition:

Quarter Ended June 30,Percentage of revenuesNine Months Ended June 30,Percentage of revenues
20262025202620252026202520262025
(Dollars in thousands)
Software recognized at a point in time (1)$13,215$24,4857%13%$53,284$72,9029%13%
Software recognized over contract term (2)183,754163,43093%87%531,137484,85091%87%
Total$196,969$187,915100%100%$584,421$557,752100%100%

(1)Includes license portion of our on-premises subscription software and perpetual licenses, both of which are recognized when the software is made available to the customer, or at the start of the subscription.

(2)Includes maintenance portion and usage-based fees of our on-premises subscription software, maintenance revenue on perpetual licenses, as well as SaaS revenue.

The following table provides information about disaggregated revenue for our Scores segment by distribution method:

Quarter Ended June 30,Percentage of revenuesNine Months Ended June 30,Percentage of revenues
20262025202620252026202520262025
(Dollars in thousands)
Business-to-business Scores$400,043$268,47987%83%$1,066,285$693,36486%81%
Business-to-consumer Scores58,85455,83013%17%172,119163,65914%19%
Total$458,897$324,309100%100%$1,238,404$857,023100%100%

We derive a substantial portion of revenues from our contracts with the three major consumer reporting agencies, Experian, TransUnion and Equifax. Revenues collectively generated by agreements with these customers accounted for 63% and 54% of our total revenues in the quarters ended June 30, 2026 and 2025, respectively, with all three consumer reporting agencies each contributing more than 10% of our total revenues in each of the quarters ended June 30, 2026 and 2025. Revenues collectively generated by agreements with these customers accounted for 60% and 51% of our total revenues in the nine months ended June 30, 2026 and 2025, respectively, with all three consumer reporting agencies each contributing more than 10% of our total revenues in each of the nine months ended June 30, 2026 and 2025. At June 30, 2026 and September 30, 2025, three and two customers, respectively, accounted for 10% or more of total consolidated receivables.

Contract Balances

We record a receivable when we satisfy a performance obligation prior to invoicing if only the passage of time is required before payment is due or if we have an unconditional right to consideration before we satisfy a performance obligation. We record a contract asset when we satisfy a performance obligation prior to invoicing but our right to consideration is conditional. We record deferred revenue when the payment is made or due before we satisfy a performance obligation.

Receivables at June 30, 2026 and September 30, 2025 consisted of the following:

June 30, 2026September 30, 2025
(In thousands)
Billed$365,012$327,721
Unbilled259,482246,600
624,494574,321
Less: allowance for doubtful accounts(7,677)(7,964)
Net receivables616,817566,357
Less: long-term receivables (*)(24,287)(37,209)
Short-term receivables (*)$592,530$529,148

(*) Short-term receivables and long-term receivables were recorded in accounts receivable, net and other assets, respectively, within the accompanying condensed consolidated balance sheets.

Deferred revenue primarily relates to our maintenance and SaaS contracts billed annually in advance and generally recognized ratably over the term of the service period. Significant changes in the deferred revenues balances are as follows:

Nine Months Ended June 30, 2026
(In thousands)
Deferred revenues, beginning balance (*)$189,238
Revenue recognized that was included in the deferred revenues balance at the beginning of the period(167,595)
Increases due to billings, excluding amounts recognized as revenue during the period185,643
Deferred revenues, ending balance (*)$207,286

(*) Deferred revenues at June 30, 2026 included current portion of $205.4 million and long-term portion of $1.9 million that were recorded in deferred revenue and other liabilities, respectively, within the condensed consolidated balance sheets. Deferred revenues at September 30, 2025 included current portion of $187.4 million and long-term portion of $1.8 million that were recorded in deferred revenue and other liabilities, respectively, within the condensed consolidated balance sheets.

Payment terms and conditions vary by contract type, although terms generally include a requirement of payment within 30 to 60 days. In instances where the timing of revenue recognition differs from the timing of invoicing, we have determined our contracts generally do not include a significant financing component. The primary purpose of our invoicing terms is to provide customers with simplified and predictable ways of purchasing our products and services, not to provide customers with financing or to receive financing from our customers. Examples include multi-year on-premises licenses that are invoiced annually with revenue recognized upfront and invoicing at the beginning of a subscription term with revenue recognized ratably over the contract period.

Performance Obligations

Revenue allocated to remaining performance obligations represents contracted revenue that will be recognized in future periods, which is comprised of deferred revenue and amounts that will be invoiced and recognized as revenue in future periods. This does not include:

  • Usage-based revenue that will be recognized in future periods from on-premises software subscriptions;

  • Consumption-based variable fees from SaaS software that will be recognized in the distinct service period during which it is earned; and

  • Revenue from variable considerations that will be recognized in accordance with the “right-to-invoice” practical expedient, such as fees from our professional services billed based on a time and materials basis.

Revenue allocated to remaining performance obligations was $680.4 million as of June 30, 2026, approximately 50% of which we expect to recognize over the next 14 months and the remainder thereafter. Revenue allocated to remaining performance obligations was $655.7 million as of September 30, 2025.

9. Income Taxes

Effective Tax Rate

The effective income tax rate was 24.6% and 23.3% during the quarters ended June 30, 2026 and 2025, respectively, and 23.5% and 17.2% during the nine months ended June 30, 2026 and 2025, respectively. The provision for income taxes during interim quarterly reporting periods is based on our estimates of the effective tax rates for the full fiscal year. The effective tax rate in any quarter can also be affected positively or negatively by adjustments that are required to be reported in the specific quarter of resolution.

The One Big Beautiful Bill Act (“OBBBA”) of 2025 was signed into law on July 4, 2025. Included among the provisions is the ability to immediately expense domestic research and experimental (“R&E”) expenditures, as well as an election to accelerate any unamortized domestic R&E expenditures over a one- or two-year period. Both provisions are effective for FICO in fiscal 2026. The impacts of the OBBBA were reflected in FICO’s results for the nine months ended June 30, 2026.

The total unrecognized tax benefit for uncertain tax positions was estimated to be $23.2 million and $19.5 million at June 30, 2026 and September 30, 2025, respectively. We recognize interest expense related to unrecognized tax benefits and penalties as part of the provision for income taxes in our condensed consolidated statements of income and comprehensive income. We accrued interest of $2.9 million and $1.9 million related to unrecognized tax benefits as of June 30, 2026 and September 30, 2025, respectively.

10. Earnings per Share

The following table presents reconciliations for the numerators and denominators of basic and diluted earnings per share (“EPS”) for the quarters and nine-month periods ended June 30, 2026 and 2025:

Quarter Ended June 30,Nine Months Ended June 30,
2026202520262025
(In thousands, except per share data)
Numerator for diluted and basic earnings per share:
Net income$237,172$181,789$660,003$496,932
Denominator — share:
Basic weighted-average shares22,67024,28423,34124,350
Effect of dilutive securities33291129346
Diluted weighted-average shares22,70324,57523,47024,696
Earnings per share:
Basic$10.46$7.49$28.28$20.41
Diluted$10.45$7.40$28.12$20.12

Anti-dilutive share-based awards excluded from the calculations of diluted EPS were immaterial during the periods presented.

11. Segment Information

We are organized into two reportable segments: Scores and Software. Although we sell solutions and services to a large number of end user product and industry markets, our reportable business segments reflect the primary method in which management organizes and evaluates internal financial information to make operating decisions and assess performance.

  • Scores. This segment includes our business-to-business (“B2B”) scoring solutions and services which give our clients access to predictive credit and other scores that can be easily integrated into their transaction streams and decision-making processes. This segment also includes our business-to-consumer (“B2C”) scoring solutions, including our myFICO.com subscription offerings.

  • Software. This segment includes pre-configured analytic and decision management solutions designed for a specific type of business need or process — such as account origination, customer management, customer engagement, fraud detection, and marketing — as well as associated professional services. This segment also includes FICO® Platform, a modular software offering designed to support advanced analytic and decision use cases, as well as stand-alone analytic and decisioning software that can be configured by our customers to address a wide variety of business use cases. These offerings are available to our customers as SaaS or as on-premises software.

Our chief operating decision maker (“CODM”), who is our Chief Executive Officer, evaluates segment financial performance based on segment revenues, segment operating expenses in total and segment operating income. Segment operating expenses consist of direct and indirect costs principally related to personnel, facilities, IT infrastructure, depreciation and amortization, consulting and travel. Indirect costs are allocated to the segments generally based on relative segment revenues, fixed rates established by management based upon estimated expense contribution levels and other assumptions that management considers reasonable. We do not allocate broad-based incentive expense, share-based compensation expense, restructuring and acquisition-related expense, amortization expense, various corporate charges and certain other income and expense measures to our segments. These income and expense items are not allocated because they are not considered in evaluating the segment’s operating performance. Our CODM does not evaluate the financial performance of each segment based on its respective assets or capital expenditures; rather, depreciation and amortization amounts are allocated to the segments from their internal cost centers as described above.

The following tables summarize segment information for the quarters and nine-month periods ended June 30, 2026 and 2025:

Quarter Ended June 30, 2026
ScoresSoftwareTotal
(In thousands)
Segment revenues:
On-premises and SaaS software$—$196,969$196,969
Professional services—18,32218,322
Scores458,897—458,897
Total segment revenues458,897215,291674,188
Segment operating expense(42,011)(160,251)(202,262)
Segment operating income$416,886$55,040471,926
Unallocated corporate expenses(56,967)
Unallocated share-based compensation expense(52,331)
Operating income362,628
Unallocated interest expense, net(59,877)
Unallocated other income, net11,908
Income before income taxes$314,659
Quarter Ended June 30, 2025
ScoresSoftwareTotal
(In thousands)
Segment revenues:
On-premises and SaaS software$—$187,915$187,915
Professional services—24,19124,191
Scores324,309—324,309
Total segment revenues324,309212,106536,415
Segment operating expense(39,598)(144,164)(183,762)
Segment operating income$284,711$67,942352,653
Unallocated corporate expenses(48,205)
Unallocated share-based compensation expense(41,930)
Operating income262,518
Unallocated interest expense, net(32,899)
Unallocated other income, net7,372
Income before income taxes$236,991
Nine Months Ended June 30, 2026
ScoresSoftwareTotal
(In thousands)
Segment revenues:
On-premises and SaaS software$—$584,421$584,421
Professional services—54,99954,999
Scores1,238,404—1,238,404
Total segment revenues1,238,404639,4201,877,824
Segment operating expense(121,189)(463,172)(584,361)
Segment operating income$1,117,215$176,2481,293,463
Unallocated corporate expenses(152,411)
Unallocated share-based compensation expense(141,910)
Operating income999,142
Unallocated interest expense, net(146,462)
Unallocated other income, net9,939
Income before income taxes$862,619
Nine Months Ended June 30, 2025
ScoresSoftwareTotal
(In thousands)
Segment revenues:
On-premises and SaaS software$—$557,752$557,752
Professional services—60,34360,343
Scores857,023—857,023
Total segment revenues857,023618,0951,475,118
Segment operating expense(103,571)(426,087)(529,658)
Segment operating income$753,452$192,008945,460
Unallocated corporate expenses(133,478)
Unallocated share-based compensation expense(124,288)
Operating income687,694
Unallocated interest expense, net(93,765)
Unallocated other income, net6,207
Income before income taxes$600,136

The following table presents depreciation and amortization on property and equipment for the quarters and nine-month periods ended June 30, 2026 and 2025:

Quarter Ended June 30,Nine Months Ended June 30,
2026202520262025
(In thousands)
Depreciation and amortization:
Scores$109$139$316$382
Software2,1712,730$6,6677,522
Total segment depreciation and amortization2,2802,8696,9837,904
Unallocated corporate37620$95156
Total depreciation and amortization$2,656$2,889$7,934$7,960

12. Contingencies

We are in disputes with certain customers regarding amounts owed in connection with the sale of certain of our products and services. We also have had claims asserted by former employees relating to compensation and other employment matters. We are also involved in various other claims and legal actions arising in the ordinary course of business. We record litigation accruals for legal matters which are both probable and estimable. For legal proceedings for which there is a reasonable possibility of loss (meaning those losses for which the likelihood is more than remote but less than probable), we have determined we do not have a material exposure, either individually or in the aggregate.

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