FAIR ISAAC CORP

Previous wording

Statements contained in this report that are not statements of historical fact should be considered forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (the “PSLRA”). In addition, certain statements in our future filings with the Securities and Exchange Commission (“SEC”), in press releases, and in oral and written statements made by us or with our approval that are not statements of historical fact constitute forward-looking statements within the meaning of the PSLRA. Examples of forward-looking statements include, but are not limited to: (i) projections of revenue, income or loss, expenses, earnings or loss per share, the payment or nonpayment of dividends, share repurchases, capital structure and other statements concerning future financial performance; (ii) statements of our plans and objectives by our management or Board of Directors, including those relating to products or services, research and development, and the sufficiency of capital resources; (iii) statements of assumptions underlying such statements, including those related to economic conditions; (iv) statements regarding results of business combinations or strategic divestitures; (v) statements regarding business relationships with vendors, customers or collaborators, including the proportion of revenues generated from international as opposed to domestic customers; and (vi) statements regarding products and services, their characteristics, performance, sales potential or effect in use by customers. Words such as “believes,” “anticipates,” “expects,” “intends,” “targeted,” “should,” “potential,” “goals,” “strategy,” “outlook,” “plan,” “estimated,” “will,” variations of these terms and similar expressions are intended to identify forward-looking statements, but are not the exclusive means of identifying such statements. Forward-looking statements involve risks and uncertainties that may cause actual results to differ materially from those in such statements. Factors that could cause actual results to differ from those discussed in the forward-looking statements include, but are not limited to, those described in Part I, Item 1A“Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended September 30, 2024 and in subsequent filings with the SEC. The performance of our business and our securities may be adversely affected by these factors and by other factors common to other businesses and investments, or to the general economy. 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 statemen…

Excerpt shortened here; the source contains the full paragraph.

Current wording

Statements contained in this report that are not statements of historical fact are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (the “PSLRA”). In addition, certain statements in our future filings with the Securities and Exchange Commission (“SEC”), in press releases, and in oral and written statements made by us or with our approval that are not statements of historical fact constitute forward-looking statements within the meaning of the PSLRA. Examples of forward-looking statements include, but are not limited to: (i) projections of revenue, income or loss, expenses, earnings or loss per share, the payment or nonpayment of dividends, share repurchases, capital structure and other statements concerning future financial performance; (ii) statements of our plans and objectives by our management or Board of Directors, including those relating to products or services, research and development, and the sufficiency of capital resources; (iii) statements of assumptions underlying such statements, including those related to economic conditions; (iv) statements regarding results of business combinations or strategic divestitures; (v) statements regarding business relationships with vendors, customers or collaborators, including the proportion of revenues generated from international as opposed to domestic customers; and (vi) statements regarding products and services, their characteristics, performance, sales potential or effect in use by customers. Words such as “believes,” “anticipates,” “expects,” “intends,” “targeted,” “should,” “potential,” “goals,” “strategy,” “outlook,” “plan,” “estimated,” “will,” variations of these terms and similar expressions are intended to identify forward-looking statements, but are not the exclusive means of identifying such statements. Forward-looking statements involve risks and uncertainties that may cause actual results to differ materially from those in such statements. Factors that could cause actual results to differ from those discussed in the forward-looking statements include, but are not limited to, those described in Part I, Item 1A“Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended September 30, 2025 and in subsequent filings with the SEC. The performance of our business and our securities may be adversely affected by these factors and by other factors common to other businesses and investments, or to the general economy. 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. Readers should carefully review the disclosures and the risk factors described in this and other documents we file from time to time with the SEC, including our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current …

Excerpt shortened here; the source contains the full paragraph.

Previous wording

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 in the United States (“U.S.”) of consumer credit risk — empowering them to increase financial literacy and manage their financial health.

Current wording

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.

Previous wording

Highlights from the quarter and nine months ended June 30, 2025

Current wording

Highlights from the quarter ended December 31, 2025

Previous wording

•Revenues for our Scores segment were $324.3 million during the quarter ended June 30, 2025, a 34% increase from the quarter ended June 30, 2024, and $857.0 million during the nine months ended June 30, 2025, a 28% increase from the nine months ended June 30, 2024.

Current wording

•Revenues for our Scores segment were $304.5 million during the quarter ended December 31, 2025, a 29% increase from the quarter ended December 31, 2024.

Previous wording

•Annual Recurring Revenue for our Software segment as of June 30, 2025 was $739.1 million, a 4% increase from June 30, 2024.

Current wording

•Annual Recurring Revenue for our Software segment as of December 31, 2025 was $766.0 million, a 5% increase from December 31, 2024.

Previous wording

•Cash and cash equivalents were $189.0 million as of June 30, 2025, compared with $150.7 million as of September 30, 2024.

Current wording

•Cash and cash equivalents were $162.0 million as of December 31, 2025, compared with $134.1 million as of September 30, 2025.

Previous wording

•We issued $1.5 billion of senior notes and used the net proceeds to repay all the outstanding balances on our term loans and revolving line of credit. 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. Total debt balance was $2.8 billion as of June 30, 2025, compared with $2.2 billion as of September 30, 2024.

Current wording

•Total debt balance was $3.2 billion as of December 31, 2025, compared with $3.1 billion as of September 30, 2025.

Previous wording

•Total share repurchases during the quarter ended June 30, 2025 were $511.3 million, compared with $255.5 million during the quarter ended June 30, 2024, and during the nine months ended June 30, 2025 were $878.1 million, compared with $506.8 million during the nine months ended June 30, 2024.

Current wording

•Total share repurchases during the quarter ended December 31, 2025 were $162.7 million, compared with $159.7 million during the quarter ended December 31, 2024.

Previous wording

The following tables set forth certain summary information on a segment basis related to our revenues for the quarters and nine-month periods ended June 30, 2025 and 2024:

Current wording

The following tables set forth certain summary information on a segment basis related to our revenues for the quarters ended December 31, 2025 and 2024:

Previous wording

Scores segment revenues increased $82.9 million due to an increase of $79.7 million in our business-to-business scores revenue and an increase of $3.2 million in our business-to-consumer revenue. The increase in business-to-business scores revenue was primarily attributable to a higher unit price, an increase in volume of mortgage originations and a multi-year license renewal in the U.S. recognized on our insurance score product during the quarter ended June 30, 2025. The increase in business-to-consumer revenue was primarily attributable to an increase in royalties derived from scores sold indirectly to consumers through credit reporting agencies.

Current wording

Scores segment revenues increased $68.9 million due to an increase of $66.2 million in our business-to-business scores revenue and an increase of $2.7 million in our business-to-consumer scores revenue. The increase in business-to-business scores revenue was primarily attributable to a higher unit price and an increase in volume of mortgage originations. The increase in business-to-consumer scores revenue was primarily attributable to an increase in royalties derived from scores sold indirectly to consumers through credit reporting agencies.

Previous wording

Software segment revenues increased $5.7 million due to a $4.1 million increase in our on-premises and SaaS software revenue and a $1.6 million increase in professional services revenue. The increase in our on-premises and SaaS software revenue was primarily attributable to an increase in revenue recognized over time largely driven by SaaS growth for our Platform products.

Current wording

Software segment revenues increased $3.1 million due to a $2.2 million increase in our on-premises and SaaS software revenue and a $0.9 million increase in our professional services revenue. The increase in our on-premises and SaaS software revenue was primarily attributable to an increase in revenue recognized over time largely driven by SaaS growth for our Platform products.

Previous wording

The following tables set forth certain summary information related to our condensed consolidated statements of income and comprehensive income for the quarters and nine-month periods ended June 30, 2025 and 2024:

Current wording

The following tables set forth certain summary information related to our condensed consolidated statements of income and comprehensive income for the quarters ended December 31, 2025 and 2024:

Previous wording

Cost of revenues consists primarily of employee salaries, incentives, and benefits for personnel directly involved in delivering software products, operating SaaS infrastructure, and providing support, implementation and consulting services; overhead, facilities and data center costs; software royalty fees; credit bureau data and processing services; third-party hosting fees related to our SaaS services; travel costs; and outside services.

Current wording

Cost of revenues consists primarily of employee salaries, incentives, and benefits for personnel directly involved in delivering software products, operating SaaS infrastructure, and providing support, implementation and consulting services; overhead, facilities and data center costs; software royalty fees; consumer reporting agency data and processing services; third-party hosting fees related to our SaaS services; travel costs; and outside services.

Previous wording

The quarter-over-prior year quarter decrease in cost of revenues of $0.7 million was primarily attributable to a $1.6 million decrease in personnel and labor costs and a $1.1 million decrease in outside services costs, partially offset by a $2.3 million increase in infrastructure and facilities costs. The decrease in personnel and labor costs was primarily attributable to decreased incentive expense. The decrease in outside services costs was primarily attributable to decreased third-party contractor costs. The increase in infrastructure and facilities costs was primarily attributable to an increase in third-party data center hosting costs. Cost of revenues as a percentage of revenues decreased to 16% during the quarter ended June 30, 2025 from 20% during the quarter ended June 30, 2024, primarily due to increased sales of our higher-margin Scores products.

Current wording

Cost of revenues remained consistent quarter-over-prior year quarter. Cost of revenues as a percentage of revenues decreased to 17% during the quarter ended December 31, 2025 from 20% during the quarter ended December 31, 2024, primarily due to increased sales of our higher-margin Scores products.

Previous wording

The quarter-over-prior year quarter increase in research and development expenses of $3.0 million was primarily attributable to a $1.9 million increase in outside services costs and a $1.1 million increase in infrastructure and facilities costs. The increase in outside services costs was primarily attributable to increased third-party contractor costs. The increase in infrastructure and facilities costs was primarily attributable to increased third-party data center hosting costs. Research and development expenses as a percentage of revenues decreased to 9% during the quarter ended June 30, 2025 from 10% during the quarter ended June 30, 2024.

Current wording

The quarter-over-prior year quarter increase in research and development expenses of $4.8 million was primarily attributable to a $4.1 million increase in infrastructure and facilities costs, and a $2.4 million increase in personnel and labor costs, partially offset by a $1.7 million decrease in outside services and other costs. The increase in infrastructure and facilities costs was primarily attributable to increased third-party data center hosting costs. The increase in personnel and labor costs was primarily attributable to increased headcount and increased share-based compensation costs. The decrease in outside services and other costs was primarily attributable to decreased third-party contractor costs. Research and development expenses as a percentage of revenues remained consistent at 10% during each of the quarters ended December 31, 2025 and 2024.

Previous wording

The quarter-over-prior year quarter increase in selling, general and administrative expenses of $14.2 million was primarily attributable to a $7.0 million increase in advertising and other promotional expenses, a $5.1 million increase in personnel and labor costs, a $1.3 million increase in travel expenses, and a $1.1 million increase in non-income tax costs. The increase in advertising and other promotional expenses was primarily attributable to increased costs for advertising campaigns and corporate events. The increase in personnel and labor costs was primarily attributable to increased headcount, market base-pay adjustments, fringe benefit costs related to our supplemental retirement and savings plan, and commission expense, partially offset by decreased incentive expense and share-based compensation expense. The increase in travel costs was primarily attributable to promotional and corporate events. The increase in non-income tax costs was attributable to a foreign tax law change related to transfer pricing, effective during the quarter ended June 30, 2025, that impacted a non-U.S. subsidiary. Selling, general and administrative expenses as a percentage of revenues decreased to 26% during the quarter ended June 30, 2025 from 28% during the quarter ended June 30, 2024.

Current wording

The quarter-over-prior year quarter increase in selling, general and administrative expenses of $12.8 million was primarily attributable to a $9.0 million increase in personnel and labor costs, a $2.3 million increase in outside services costs, and a $1.5 million increase in marketing and other costs. The increase in personnel and labor costs was primarily attributable to increased headcount, share-based compensation costs, market base-pay adjustments, and fringe benefit costs related to our supplemental retirement and savings plan. The increase in outside services costs was primarily attributable to increased legal costs. The increase in marketing and other costs was primarily attributable to increased advertising costs, partially offset by decreased non-income tax costs and decreased bad debt costs. Selling, general and administrative expenses as a percentage of revenues decreased to 27% during the quarter ended December 31, 2025 from 29% during the quarter ended December 31, 2024.

Previous wording

Interest expense includes interest on the senior notes issued in May 2025, December 2021, December 2019 and May 2018, as well as interest and credit agreement fees on the revolving line of credit and term loans. On our condensed consolidated statements of income and comprehensive income, interest expense is netted with interest income, which is derived primarily from the investment of funds in excess of our immediate operating requirements.

Current wording

Interest expense includes interest on the senior notes issued in May 2025, December 2021, December 2019 and May 2018, as well as interest and credit agreement fees on the revolving line of credit and, for the prior year quarter, term loans. On our condensed consolidated statements of income and comprehensive income, interest expense is netted with interest income, which is derived primarily from the investment of funds in excess of our immediate operating requirements.

Previous wording

The quarter-over-prior year quarter increase in interest expense of $6.0 million was primarily attributable to the $1.5 billion of 6.00% senior notes issued in May 2025, partially offset by a lower average outstanding balance and a lower average interest rate on borrowings under our credit agreement during the quarter ended June 30, 2025.

Current wording

The quarter-over-prior year quarter increase in net interest expense of $12.5 million was primarily attributable to the $1.5 billion of 2025 Senior Notes (as defined below), partially offset by a lower average outstanding balance and a lower average interest rate on borrowings under our credit agreement during the quarter ended December 31, 2025.

Previous wording

Other income, net consists primarily of unrealized investment gains/losses and realized gains/losses on marketable securities classified as trading securities, exchange rate gains/losses resulting from remeasurement of foreign-currency-denominated receivable and cash balances held by our various reporting entities into their respective functional currencies at period-end market rates, net of the impact of offsetting foreign currency forward contracts, and other non-operating items.

Current wording

Other income (expense), net consists primarily of unrealized investment gains/losses and realized gains/losses on marketable securities classified as trading securities, exchange rate gains/losses resulting from remeasurement of foreign-currency-denominated receivable and cash balances held by our various reporting entities into their respective functional currencies at period-end market rates, net of the impact of offsetting foreign currency forward contracts, and other non-operating items.

Previous wording

The year-to-date period-over-period decrease in other income, net of $5.1 million was primarily attributable to a decrease in net unrealized gains on investments classified as trading securities in our supplemental retirement and savings plan, partially offset by an increase in net exchange rate gains resulting from remeasurement of foreign-currency-denominated receivable and cash balances held by our various reporting entities into their respective functional currencies at period-end market rates, net of the impact of offsetting foreign currency forward contracts.

Current wording

The quarter-over-prior year quarter change in other income (expense), net of $0.2 million was primarily attributable to an increase in foreign exchange rate losses resulting from remeasurement of foreign-currency-denominated receivable and cash balances held by our various reporting entities into their respective functional currencies at period-end market rates.

Previous wording

The effective income tax rate was 23.3% and 24.5% during the quarters ended June 30, 2025 and 2024, respectively, and 17.2% and 19.9% during the nine months ended June 30, 2025 and 2024, 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 effective tax rates for the quarter and nine months ended June 30, 2025 were favorably impacted by the excess tax benefit relating to share-based compensation.

Current wording

The effective income tax rate was 17.5% and (1.6)% during the quarters ended December 31, 2025 and 2024, respectively. The income tax provision (benefit) 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.

Previous wording

The following tables set forth certain summary information on a segment basis related to our operating income for the quarters and nine-month periods ended June 30, 2025 and 2024:

Current wording

The following tables set forth certain summary information on a segment basis related to our operating income for the quarters ended December 31, 2025 and 2024:

Previous wording

The year-to-date period-over-period increase of $151.2 million in operating income was primarily attributable to a $211.4 million increase in segment revenues and a $3.3 million decrease in corporate expenses, partially offset by a $49.4 million increase in segment operating expenses and a $14.8 million increase in share-based compensation cost.

Current wording

The quarter-over-prior year quarter increase in operating income of $54.5 million was primarily attributable to a $72.0 million increase in segment revenues, partially offset by a $10.0 million increase in segment operating expenses, a $3.8 million increase in corporate expenses, and a $3.6 million increase in share-based compensation expense.

Previous wording

At the segment level, the quarter-over-prior year quarter increase in segment operating income of $71.5 million was the result of a $71.7 million increase in our Scores segment operating income and a $2.2 million decrease in corporate expenses, partially offset by a $2.4 million decrease in our Software segment operating income.

Current wording

At the segment level, the quarter-over-prior year quarter increase in segment operating income of $62.0 million was the result of a $64.1 million increase in our Scores segment operating income, partially offset by a $2.1 million decrease in our Software segment operating income.

Previous wording

The quarter-over-prior year quarter increase in Scores segment operating income of $71.7 million was due to an $82.8 million increase in segment revenue, partially offset by an $11.1 million increase in segment operating expenses. Scores segment operating income as a percentage of segment revenue was 88%, consistent with the quarter ended June 30, 2024.

Current wording

The quarter-over-prior year quarter increase in Scores segment operating income of $64.1 million was due to a $68.9 million increase in segment revenue, partially offset by a $4.8 million increase in segment operating expenses. Scores segment operating income as a percentage of segment revenue increased to 88% from 86%, primarily due to higher business-to-business scores revenue driven by increased unit pricing and greater mortgage origination volumes.

Previous wording

The quarter-over-prior year quarter decrease in Software segment operating income of $2.4 million was due to an $8.1 million increase in segment operating expenses, partially offset by a $5.7 million increase in segment revenue. Software segment operating income as a percentage of segment revenue decreased to 32% from 34%, primarily attributable to the increase in third-party data center hosting costs.

Current wording

The quarter-over-prior year quarter decrease in Software segment operating income of $2.1 million was due to a $5.2 million increase in segment operating expenses, partially offset by a $3.1 million increase in segment revenue. Software segment operating income as a percentage of segment revenue decreased to 28% from 30%, primarily attributable to an increase in third-party data center hosting costs and a decrease in sales of higher-margin software recognized at a point in time.

Previous wording

As of June 30, 2025, we had $189.0 million in cash and cash equivalents, which included $121.9 million held by our foreign subsidiaries. We believe our cash and cash equivalents balances, including those held by our foreign subsidiaries, as well as available borrowings from our $1.0 billion revolving line of credit and anticipated cash flows from operating activities, will be sufficient to fund our working and other capital requirements for at least the next 12 months and thereafter for the foreseeable future, including the $400.0 million principal payment on the 2018 Senior Notes (as defined below) due over the next 12 months. Under our current financing arrangements, we have no other significant debt obligations maturing over the next 12 months. For jurisdictions outside the U.S. where cash may be repatriated in the future, the Company expects the net impact of any repatriations to be immaterial to the Company’s overall tax liability.

Current wording

As of December 31, 2025, we had $162.0 million in cash and cash equivalents, which included $109.1 million held by our foreign subsidiaries. We believe our cash and cash equivalents balances, including those held by our foreign subsidiaries, as well as available borrowings from our $1.0 billion revolving line of credit and anticipated cash flows from operating activities, will be sufficient to fund our working and other capital requirements for at least the next 12 months and thereafter for the foreseeable future, including the $400.0 million principal payment on the 2018 Senior Notes (as defined below) due over the next 12 months. Under our current financing arrangements, we have no other significant debt obligations maturing over the next 12 months. For jurisdictions outside the U.S. where cash may be repatriated in the future, the Company expects the net impact of any repatriations to be immaterial to the Company’s overall tax liability.

Previous wording

Our primary method for funding operations and growth has been through cash flows generated from operating activities. Net cash provided by operating activities increased to $555.1 million during the nine months ended June 30, 2025 from $406.5 million during the nine months ended June 30, 2024. The $148.7 million increase was attributable to a $119.8 million increase in net income, a $19.1 million increase in non-cash items, and a $9.8 million increase due to the timing of receipts and payments in our ordinary course of business.

Current wording

Our primary method for funding operations and growth has been through cash flows generated from operating activities. Net cash provided by operating activities decreased to $174.1 million during the quarter ended December 31, 2025 from $194.0 million during the quarter ended December 31, 2024. The $19.9 million decrease was attributable to a $43.9 million decrease due to the timing of receipts and payments in our ordinary course of business, partially offset by an $18.1 million increase in non-cash items and a $5.9 million increase in net income.

Previous wording

Net cash used in investing activities increased to $30.4 million for the nine months ended June 30, 2025 from $20.4 million for the nine months ended June 30, 2024. The $10.0 million increase was primarily attributable to a $10.5 million increase in capitalized internal-use software costs.

Current wording

Net cash used in investing activities increased to $12.7 million for the quarter ended December 31, 2025 from $8.9 million for the quarter ended December 31, 2024. The $3.8 million increase was primarily attributable to a $2.2 million increase in purchases, net of proceeds, of marketable securities and a $2.2 million increase in capitalized internal-use software costs.

Previous wording

Net cash used in financing activities increased to $486.8 million for the nine months ended June 30, 2025 from $365.0 million for the nine months ended June 30, 2024. The $121.8 million increase was primarily attributable to a $1.2 billion increase in payments, net of proceeds, on our revolving line of credit and term loans, a $368.3 million increase in repurchases of common stock, a $66.0 million increase in taxes paid related to net share settlement of equity awards, and a $16.5 million increase in debt issuance costs, partially offset by the proceeds from issuance of $1.5 billion senior notes.

Current wording

Net cash used in financing activities decreased to $133.5 million for the quarter ended December 31, 2025 from $144.2 million for the quarter ended December 31, 2024. The $10.7 million decrease was primarily attributable to a $91.7 million decrease in taxes paid related to net share settlement of equity awards, partially offset by a $71.3 million decrease in proceeds, net of payments, from our revolving line of credit and term loans and an $8.6 million increase in repurchases of common stock.

Previous wording

In July 2024, our Board of Directors approved a stock repurchase program (the “July 2024 program”), replacing our previously authorized January 2024 stock repurchase program, which was terminated prior to its expiration. The July 2024 program was open-ended and authorized 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. In June 2025, our Board of Directors approved a new stock repurchase program (the “June 2025 program”), replacing the July 2024 program, which was terminated prior to its expiration. The June 2025 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. The June 2025 program remains in effect until the total authorized amount is expended or until further action by our Board of Directors. As of June 30, 2025, we had $880.1 million remaining under the June 2025 program. We expended $511.3 million and $878.1 million during the quarter and nine months ended June 30, 2025, respectively, under the July 2024 program and the June 2025 program. We expended $255.5 million and $506.8 million during the quarter and nine months ended June 30, 2024, respectively, under previously authorized stock repurchase programs.

Current wording

In June 2025, our Board of Directors approved a stock repurchase program (the “June 2025 program”), replacing our previously authorized July 2024 stock repurchase program, which was terminated prior to its expiration. The June 2025 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. The June 2025 program remains in effect until the total authorized amount is expended or until further action by our Board of Directors. As of December 31, 2025, we had $180.9 million remaining under the June 2025 program. We expended $162.7 million during the quarter ended December 31, 2025 under the June 2025 program and $159.7 million during the quarter ended December 31, 2024 under previously authorized stock repurchase programs.

Previous wording

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). Borrowings under the revolving line of credit 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. Interest rates on amounts borrowed under the revolving line of credit 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 is determined based on our consolidated leverage ratio. The applicable margin for base rate borrowings ranges from 0% to 0.75% per annum and for SOFR borrowings ranges from 1% to 1.75% per annum. In addition, we must pay certain credit facility fees. The credit agreement contains certain restrictive covenants including a maximum consolidated leverage ratio of 3.5 to 1.0, 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.

Current wording

We have a $1.0 billion unsecured revolving line of credit with a syndicate of banks that matures on May 13, 2030. Borrowings under the revolving line of credit 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. Interest rates on amounts borrowed under the revolving line of credit 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 is determined based on our consolidated leverage ratio. The applicable margin for base rate borrowings ranges from 0% to 0.75% per annum and for SOFR borrowings ranges from 1% to 1.75% per annum. In addition, we must pay certain credit facility fees. The credit agreement contains certain restrictive covenants including a maximum consolidated leverage ratio of 3.5 to 1.0, 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.

Previous wording

As of June 30, 2025, there were no borrowings outstanding under the revolving line of credit and we were in compliance with all financial covenants under the credit agreement.

Current wording

As of December 31, 2025, we had $415.0 million in borrowings outstanding under the revolving line of credit at a weighted-average interest rate of 5.000%, and we were in compliance with all financial covenants under the credit agreement.