{"filing":{"accession_number":"0001193125-26-260817","cik":"0000814547","ticker":"FICO","company_name":"FAIR ISAAC CORP","form":"8-K","filing_date":"2026-06-08","report_date":null,"primary_document":"d140061d8k.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/814547/000119312526260817/d140061d8k.htm"},"events":[{"id":6179,"run_id":5427,"accession_number":"0001193125-26-260817","anchor_item_number":"1.01","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.75,"summary":"Fair Isaac entered into a material amendment to its credit agreement on June 5, 2026, adding a $1.5 billion unsecured incremental term loan maturing in 2028, with proceeds designated for an accelerated share repurchase program.","company_name":"FAIR ISAAC CORP","ticker":"FICO","filing_date":"2026-06-08","form":"8-K","submitted_at":null,"items":[{"id":5100,"accession_number":"0001193125-26-260817","item_number":"1.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.75,"reasoning":"Fair Isaac entered into a material amendment to its credit agreement on June 5, 2026, adding a $1.5 billion unsecured incremental term loan maturing in 2028. While this is technically a credit facility amendment rather than a traditional M\u0026A transaction, the substantial debt issuance and stated use for an \"accelerated share repurchase program\" (referenced in Item 8.01) constitute a material capital structure event that would affect investor assessment of the company's financial position and capital allocation strategy. The magnitude ($1.5B) and explicit connection to a significant corporate action make this material.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-08T13:21:11.138238+00:00","company_name":"","ticker":null,"filing_date":""},{"id":5101,"accession_number":"0001193125-26-260817","item_number":"2.03","item_title":null,"event_type":"other_material","event_domain":"catchall","is_material":true,"confidence":0.35,"reasoning":"Item 2.03 discloses creation of a direct financial obligation by incorporating Item 1.01 by reference. Without access to Item 1.01 content, the specific nature of the obligation cannot be determined. Item 1.01 typically covers M\u0026A activity, debt issuance, or other material transactions. Given the cross-reference structure and the materiality threshold of Item 2.03, this is classified as other_material pending visibility into the underlying Item 1.01 disclosure.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-08T13:21:11.138238+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":6180,"run_id":5427,"accession_number":"0001193125-26-260817","anchor_item_number":"8.01","event_type":"other_material","event_domain":"catchall","is_material":true,"confidence":0.75,"summary":"Fair Isaac announced a new $2.0 billion stock repurchase program and entered into a $1.5 billion accelerated share repurchase (ASR) agreement with Wells Fargo Securities, with an upfront payment on June 8, 2026.","company_name":"FAIR ISAAC CORP","ticker":"FICO","filing_date":"2026-06-08","form":"8-K","submitted_at":null,"items":[{"id":5102,"accession_number":"0001193125-26-260817","item_number":"8.01","item_title":null,"event_type":"other_material","event_domain":"catchall","is_material":true,"confidence":0.75,"reasoning":"Fair Isaac announced a new $2.0 billion stock repurchase program and entered into a $1.5 billion accelerated share repurchase (ASR) agreement with Wells Fargo Securities, with an upfront payment on June 8, 2026. While share repurchases are capital allocation decisions that affect shareholders, this disclosure does not fit neatly into the standard taxonomy categories (not earnings, M\u0026A, compensation, impairment, etc.). The material nature of a $1.5 billion ASR transaction and replacement of a $1.5 billion program with a $2.0 billion authorization warrants disclosure as a material event affecting investor assessment of capital deployment strategy.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-08T13:21:11.138238+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":5100,"accession_number":"0001193125-26-260817","item_number":"1.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.75,"reasoning":"Fair Isaac entered into a material amendment to its credit agreement on June 5, 2026, adding a $1.5 billion unsecured incremental term loan maturing in 2028. While this is technically a credit facility amendment rather than a traditional M\u0026A transaction, the substantial debt issuance and stated use for an \"accelerated share repurchase program\" (referenced in Item 8.01) constitute a material capital structure event that would affect investor assessment of the company's financial position and capital allocation strategy. The magnitude ($1.5B) and explicit connection to a significant corporate action make this material.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-08T13:21:11.138238+00:00","company_name":"FAIR ISAAC CORP","ticker":"FICO","filing_date":"2026-06-08"},{"id":5101,"accession_number":"0001193125-26-260817","item_number":"2.03","item_title":null,"event_type":"other_material","event_domain":"catchall","is_material":true,"confidence":0.35,"reasoning":"Item 2.03 discloses creation of a direct financial obligation by incorporating Item 1.01 by reference. Without access to Item 1.01 content, the specific nature of the obligation cannot be determined. Item 1.01 typically covers M\u0026A activity, debt issuance, or other material transactions. Given the cross-reference structure and the materiality threshold of Item 2.03, this is classified as other_material pending visibility into the underlying Item 1.01 disclosure.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-08T13:21:11.138238+00:00","company_name":"FAIR ISAAC CORP","ticker":"FICO","filing_date":"2026-06-08"},{"id":5102,"accession_number":"0001193125-26-260817","item_number":"8.01","item_title":null,"event_type":"other_material","event_domain":"catchall","is_material":true,"confidence":0.75,"reasoning":"Fair Isaac announced a new $2.0 billion stock repurchase program and entered into a $1.5 billion accelerated share repurchase (ASR) agreement with Wells Fargo Securities, with an upfront payment on June 8, 2026. While share repurchases are capital allocation decisions that affect shareholders, this disclosure does not fit neatly into the standard taxonomy categories (not earnings, M\u0026A, compensation, impairment, etc.). The material nature of a $1.5 billion ASR transaction and replacement of a $1.5 billion program with a $2.0 billion authorization warrants disclosure as a material event affecting investor assessment of capital deployment strategy.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-08T13:21:11.138238+00:00","company_name":"FAIR ISAAC CORP","ticker":"FICO","filing_date":"2026-06-08"}]}