FAIR ISAAC CORP

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Equity Securities

(1)Includes 4,947 shares delivered in satisfaction of the tax withholding obligations resulting from the vesting of restricted stock units held by employees during the quarter ended June 30, 2026.

(2)In February 2026, our Board of Directors approved a stock repurchase program (the “February 2026 program”), replacing our previously authorized June 2025 stock repurchase program, which was terminated prior to its expiration. The February 2026 program was open-ended and authorized repurchases of shares of our common stock from time to time up to an aggregate cost of $1.5 billion in the open market or in negotiated transactions. In June 2026, our Board of Directors approved a stock repurchase program (the “June 2026 program”), replacing the February 2026 program, which was terminated prior to its expiration. The June 2026 program is open-ended and authorizes repurchases of shares of our common stock from time to time up to an aggregate cost of $2.0 billion in the open market, in negotiated transactions or through accelerated share repurchase programs. The June 2026 program remains in effect until the total authorized amount is expended or until further action by our Board of Directors. As part of the June 2026 program, we entered into the ASR Agreement with Wells Fargo Securities, Inc. (“Wells Fargo Securities”) on June 5, 2026 to repurchase $1.5 billion of our 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 approximated 80 percent of the total number of expected shares to be repurchased under the ASR Agreement. 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.