Risk Factors Dashboard

Once a year, publicly traded companies issue a comprehensive report of their business, called a 10-K. A component mandated in the 10-K is the ‘Risk Factors’ section, where companies disclose any major potential risks that they may face. This dashboard highlights all major changes and additions in new 10K reports, allowing investors to quickly identify new potential risks and opportunities.

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Risk Factors - FICO

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Item 1A. Risk Factors

Business, Market and Strategy Risks

Our ability to increase our revenue depends, in part, on our ability to successfully develop and introduce new products and services, enhance and improve our existing offerings, and expand into new markets. If we are unable to successfully develop and commercialize new, enhanced, or improved products and services, or if the marketplace does not adopt or accept these offerings, our business, financial condition, and results of operations could be adversely affected. In addition, any defects, failures, disruptions, or delays associated with the development, launch, or performance of new, enhanced, or improved products and services could harm our reputation, customer relationships, and business.

Our revenue growth and the success of our business strategy depend on our ability to enhance and improve existing products and services, including FICO® Platform, and to continue to introduce new products and services that keep pace with technological developments, satisfy increasingly sophisticated customer requirements, and achieve market acceptance. Our revenue growth and strategy success also depend on our ability to adopt new software engineering technologies and processes, including AI-based software design and development platforms. If we are unable to develop new, enhanced, or improved products and services, or to adopt new software engineering technologies and processes, particularly those that utilize AI technologies, or if we are not successful in introducing such products and services, or in deploying such technologies and processes, we may not be able to grow our business or growth may occur more slowly than we anticipate. These errors, defects, or compatibility issues could negatively impact the performance of our products, delay the development or release of new products or enhancements, and adversely affect market acceptance of our products. Additionally, our use of AI in the development of our products and our incorporation of AI features into some of our products could introduce errors, defects, or delays impacting our ability to successfully develop new products.

Such areas are relatively new to our product development and sales and marketing personnel. Products and services that we plan to market in the future are in various stages of development.

We are subject to significant competition in the markets in which we operate, and our products and pricing strategies, and those of our competitors, could decrease our product sales and market share.

If our customers fail to accept our product and pricing strategies, our revenues, results of operations, and business may suffer. The market for our solutions is intensely competitive and is constantly changing, and we expect competition to persist and intensify. Our regional and global competitors vary in size and in the scope of the products and services they offer, and include:

•in-house data science and systems developers;

•developers and providers of large language models, machine learning, and AI systems;

•fraud solutions providers;

•scoring model builders;

•providers of credit reports and credit scores, including consumer reporting agencies;

•software companies supplying machine learning modeling, rules, or AI development tools;

•entity resolution and social network analysis solutions providers;

•providers of customer engagement and risk management solutions;

•providers of account workflow management software;

•business process management and intelligent decisioning platform providers;

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•enterprise resource planning and customer relationship management solutions providers;

•business intelligence solutions providers;

•providers of automated application processing services; and

•third-party professional services and consulting organizations.

This competition may include our customers developing their own scoring models or other products, including through the use of AI-based offerings, which could eliminate or reduce their purchases of our products and services. For example, our Scores segment faces competition from other credit score models, including VantageScore, which has experienced increased regulatory acceptance in the U.S. mortgage market. VantageScore is a product of a joint venture of TransUnion, Equifax, and Experian, the three major consumer reporting agencies from which we have historically derived a substantial portion of our revenues. We also face competition from other technologies, particularly with respect to AI-based offerings.

Many of our existing and potential competitors have greater financial, technical, marketing, professional services and other resources than we do, and industry consolidation is creating even larger competitors in many of our markets. As a result, our competitors may be able to respond more quickly to new or emerging technologies and changes in customer requirements. They may also be able to devote greater resources than we can to develop, promote, and sell their products. If we are unable to respond as quickly or effectively to changes in customer requirements as our competition, our ability to expand our business and sell our products could be adversely affected.

As a result, our customers may purchase competing products instead of ours, which could decrease our sales and market share.

The ability to use a competing credit score model in the U.S. mortgage market, including by Fannie Mae and Freddie Mac, has, and could continue to have, a material adverse effect on our stock price, and if use of the FICO® Score in the U.S. mortgage market were to cease or decline, it could have a material adverse effect on our revenues, results of operations, and stock price.

A significant portion of our revenues in our Scores segment is attributable to the U.S. mortgage market. Historically, for mortgages eligible for purchase by The Federal National Mortgage Association (“Fannie Mae”) and The Federal Home Loan Mortgage Corporation (“Freddie Mac”), those enterprises (“Enterprises”) required that U.S. lenders provide FICO® Scores for each mortgage delivered to them. However, the continued use of the FICO Score for those mortgages is subject to ongoing validation and approval by the Enterprises and the Federal Housing Finance Agency (“FHFA”), and is subject to competing credit score models. For example, following an announcement by the FHFA in July 2025 that the Enterprises would be adopting a so-called “lender choice” regime allowing lenders to choose between a FICO Score or VantageScore, a competing credit score model, the FHFA announced in April 2026 that the Enterprises would accept VantageScore from approved lenders and further announced in September 2026 that the Enterprises would accept VantageScore from all lenders. Also, in April 2026, the U.S. Department of Housing and Urban Development (“HUD”) announced that, beginning January 1, 2027, the Federal Housing Administration (“FHA”) would, in addition to the Classic FICO® Score, permit the use of VantageScore and the latest version of our FICO Score, FICO® Score 10T, for FHA-insured mortgages. In the months following these announcements by the FHFA and HUD, our stock price has declined significantly, and it could continue to decline due to these or other announcements, or due to any increased use, or perceived increased use, of VantageScore over FICO Scores in the mortgage market.

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It is difficult to predict the extent to which VantageScore will be adopted and used relative to FICO Scores for mortgages. Increased adoption and use of VantageScore or other competing credit score models could have a material adverse effect on our revenues and results of operations, and could continue to have a material adverse effect on our stock price. Other changes implemented by HUD, FHA, FHFA, or the Enterprises could also adversely affect the demand for FICO Scores and thus could have similar adverse effects. Further, if other credit score models are approved and adopted for use with mortgages delivered to the Enterprises, or for use with mortgages subject to other government programs, or if the FICO Score is not approved for continued use with those mortgages, it could have a material adverse effect on our revenues. The ability of our FICO Score to compete effectively in the U.S. mortgage market may also be constrained by delays by any of the foregoing entities in adopting the latest versions of our FICO Score or in supporting our newer distribution models, including the FICO® Mortgage Direct License Program we announced in October 2025, or by the pricing, distribution, and other business practices of the consumer reporting agencies, all of which could have a material adverse effect on our revenues, results of operations, and stock price.

We derive a substantial portion of our revenues from a small number of products and services, and if the market does not continue to accept these products and services, our revenues may decline.

Our revenues may decline if the market does not continue to accept these products and services. Factors that might affect the market acceptance of these products and services include the following:

•changes in the business analytics industry;

•changes in technology, including increased use of artificial intelligence (“AI”) and market disruption caused by AI-based offerings;

•our inability to obtain or use key data for our products;

•saturation or contraction of market demand;

•loss of key customers;

•industry consolidation;

•failure to successfully adopt cloud-based or AI technologies;

•our inability to obtain regulatory approvals for our products and services, including credit score models;

•the availability, acceptance and increased use of competing credit score models;

•the increasing availability of free or relatively inexpensive consumer credit, credit score, and other information from public or commercial sources, including those that use AI technologies;

•failure to execute our selling approach;

•failure to establish additional or expanded distribution channels, including through third-party partners and distributors, for our products and services; and

•inability to successfully sell our products in new vertical markets.

We may not be successful in executing the business strategy for our Software segment, which could cause our growth prospects and results of operations to suffer.

We continue to focus our Software segment’s business strategy on investing significant development resources to develop and enhance, and to enable substantially all of our software capabilities to run on, FICO® Platform, our modular software offering designed to enable advanced analytics and decisioning use cases. If this business strategy is not successful, we may not be able to grow our Software segment’s business, growth may occur more slowly than we anticipate, or revenues and profits may decline.

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We rely on relatively few customers, including our contracts with the three major consumer reporting agencies, for a significant portion of our revenues and profits. If these customers experience adverse business conditions, reduce their spending, renegotiate or terminate our agreements, or the terms of these relationships otherwise change, our revenues and operating results could be adversely affected.

Most of our customers are relatively large enterprises, such as banks, credit card issuers, insurers, retailers, telecommunications providers, automotive lenders, consumer reporting agencies, public agencies, and organizations in other industries. As a result, many of our customers and potential customers are significantly larger than we are and may have sufficient bargaining power to demand reduced prices and favorable nonstandard terms.

In addition, the U.S. and other key international economies periodically experience economic downturns and periods of heightened uncertainty, which may result in reduced demand for goods and services, increased volatility of interest rates, fluctuating rates of inflation, geopolitical tensions, restricted credit, poor liquidity, reduced corporate profitability, volatility in credit, trade policies and tariffs, equity and foreign exchange markets, bankruptcies, and overall uncertainty with respect to the economy. The potential for economic disruption presents considerable risks to our business, including potential bankruptcies or credit deterioration of financial institutions with which we have substantial relationships. Economic disruption could adversely affect demand for our products and services, resulting in a decline in the sales of new products to our customers and a reduction in transaction volumes from existing customers. In addition, the volume of our Scores sales depends heavily on macroeconomic conditions in the markets in which our customers operate. For example, the volume of transactions in the U.S. mortgage and credit card markets, which account for a significant portion of the revenues in our Scores segment, may be adversely affected by economic conditions.

We also derive a substantial portion of our Scores segment revenues and operating income from our contracts with the three major consumer reporting agencies in the U.S., Experian, TransUnion, and Equifax, as well as other parties that distribute our products to certain markets. The loss of, or a significant change in, our relationship with one of these consumer reporting agencies, including with respect to their distribution of our products or our myFICO® offerings, or with a major customer or third-party distributor (including payment card processors), or the loss of or delay of significant revenues from these sources, could have a material adverse effect on our revenues and results of operations.

During fiscal 2026, 92% of our revenues were derived from sales of products and services to the banking industry. These risks include potential bankruptcies or credit deterioration of financial institutions, many of which are our customers. Such disruption would result in a decline in the revenue we receive from financial and other institutions. These types of disruptions could lead to a decline in the volumes of products and services we provide our customers and could negatively impact our revenue and results of operations.

While the rate of account growth in the U.S. banking industry has been slow, we have generated most of our revenue growth in the banking industry by selling and cross-selling our products and services to large banks and other credit issuers. If the banking industry experiences contraction in the number of participating institutions, we may have fewer opportunities for revenue growth due to reduced or changing demand for our products and services that support customer-facing programs of our customers. In addition, industry contraction could affect the base of recurring revenues derived from contracts in which we are paid on a per-transaction basis as formerly separate customers combine their operations under one contract. There can be no assurance that we will be able to prevent future revenue contraction or effectively promote future revenue growth in our businesses.

While we expand our sales into international markets, the risks are greater as some of these markets have experienced and may in the future experience substantial disruption and we are less well-known in them.

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We rely on relationships with third parties for technologies used in our products, and for marketing, distribution, deployment, and certain other services. If we experience difficulties in these relationships, including competition from these third parties, our future revenues may be adversely affected.

Our business relies on third-party technologies and service providers throughout the product lifecycle, from development to deployment to customers. In addition, we rely on distributors, resellers, or partners to market and distribute our products and we expect to continue expanding these relationships. We have recently expanded certain third-party relationships, including those related to product distribution activities and strategic product collaborations, and we intend to continue to invest in additional marketing, distribution, and other relationships, which may not be successful or may lead to operational, transitional, or other disruptions.

Failure of our existing or future technology suppliers to provide their products effectively or to perform their obligations as agreed could have a material adverse effect on our business, operating results, and financial condition. For example, our Scores segment relies on, among others, Experian, TransUnion, and Equifax for the distribution of certain products, and Experian, TransUnion, and Equifax have developed and are actively selling VantageScore to compete directly with our products.

In addition, due to our increasing reliance on third-party technology associated with our product development lifecycle, the failure of these relationships to have the results we expect or desire could have a material adverse effect on our business, operating results, and financial condition. Our strategic partnerships and other collaborations may not be successful, negatively impacting our sales and margins.

Our success depends, in part, upon our proprietary technology and other intellectual property rights. To date, we have relied primarily on a combination of copyright, patent, trade secret, and trademark laws, and nondisclosure and other contractual restrictions on copying and distribution, to protect our proprietary technology. These protections are limited, and our proprietary technology could be used by others without our consent. Any disclosure, loss, invalidity of, or failure to protect our intellectual property could negatively impact our competitive position and adversely affect our business. The extent to which our intellectual property rights can be protected differs by jurisdiction, and is rapidly evolving with respect to AI technologies. There can be no assurance that our protection of our intellectual property rights in the U.S. or abroad will be adequate or that others, including our competitors, will not use our proprietary technology without our consent. Furthermore, litigation may be necessary to enforce our intellectual property rights, to protect our trade secrets, or to determine the validity and scope of the proprietary rights of others. Such litigation could result in substantial costs and diversion of resources and could harm our business, financial condition, or results of operations.

Some of our technologies were developed under research projects conducted under agreements with various U.S. government agencies or subcontractors. Although we have commercial rights to these technologies, the U.S. government typically retains ownership of intellectual property rights and licenses in the technologies developed by us under these contracts, and in some cases can terminate our rights in these technologies if we fail to commercialize them on a timely basis. Under these contracts with the U.S. government, the results of research may be made public by the government, limiting our competitive advantage with respect to future products based on our research.

If we fail to keep up with rapidly changing technologies, our products could become less competitive or obsolete.

For example, AI technologies, including generative and agentic AI, and their use are currently undergoing rapid change. If we fail to enhance our current products and develop new products in response to changes in technology or industry standards, or if we fail to bring product enhancements or new product developments to market quickly enough, our products could rapidly become less competitive or obsolete. Our future success will depend, in part, upon our ability to:

•innovate by internally developing new and competitive technologies;

•use leading third-party technologies effectively;

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•continue to develop our technical expertise;

•anticipate and effectively respond to changing customer needs;

•initiate new product introductions in a way that minimizes the impact of customers delaying purchases of existing products in anticipation of new product releases; and

•influence and respond to emerging industry standards and other technological changes, including relating to AI.

As part of our management approach, we pursue ongoing reengineering efforts designed to grow revenues through strategic resource allocation and improve profitability through cost reductions. These efforts may also require us to make cash payments and incur charges, such as our recent plan of workforce reduction pursuant to which we incurred pre-tax charges of $27.3 million in the fourth quarter of fiscal 2026, substantially all of which are expected to result in future cash expenditures. If our reengineering efforts are not successful over the long term, our revenues, results of operations, and business may be adversely affected.

If we are unable to access new markets or develop new sales and distribution channels, our business and growth prospects could be adversely affected.

We expect our future growth to depend, in part, on the sale of products and service solutions in industries and markets we do not currently serve. We also expect to grow our business by delivering our solutions through additional sales and distribution channels. If we fail to penetrate these industries and markets to the degree we anticipate, or if we fail to develop additional sales and distribution channels, we may not be able to grow our business, growth may occur more slowly than we anticipate, or our revenues and profits may decline.

Our acquisition activities may disrupt our ongoing business and may involve increased expenses, and we may not realize the financial and strategic goals contemplated at the time of a transaction.

We have acquired, and may in the future acquire, companies, businesses, products, services, and technologies. Acquisitions involve significant risks and uncertainties, including:

•our ongoing business may be disrupted and our management’s attention may be diverted by acquisition, transition, or integration activities;

•an acquisition may not further our business strategy as we expected, we may not successfully integrate acquired operations, systems, or technology, we may overpay for our investments, or we may otherwise fail to realize expected returns, which could adversely affect our business or operating results;

•we may be unable to retain the key employees, customers, and other business partners of the acquired operation;

•we may have difficulties entering new markets where we have no or limited direct prior experience or where competitors may have stronger market positions;

•our operating results or financial condition may be adversely impacted by known or unknown contingent liabilities, other liabilities, or claims we assume in an acquisition or that are imposed on us as a result of an acquisition, including claims by government agencies or authorities, terminated employees, current or former customers, former stockholders, or other third parties;

•we could incur material charges in connection with the impairment of goodwill or other assets that we acquire;

•a company that we acquire may have experienced a security incident that it has yet to discover, investigate, and remediate, may have other cybersecurity vulnerabilities, or may have unsophisticated security measures, any of which we might not identify in a timely manner and which could spread more broadly to other parts of our company during the integration effort;

•we may incur material charges as a result of acquisition activities or costs incurred in combining and/or operating the acquired business that are greater than anticipated;

•we may not realize the anticipated increase in our revenues from an acquisition for a number of reasons, including if a larger than predicted number of customers decline to renew their contracts, if we are unable to incorporate the acquired technologies or products with our existing product lines in a uniform manner, if we are unable to sell the acquired products to our customer base or if contract models of an acquired company or changes in accounting treatment do not allow us to recognize revenues on a timely basis;

•our use of cash to pay for acquisitions may limit other potential uses of our cash, including stock repurchases, and retirement of outstanding indebtedness; and

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•to the extent we issue a significant amount of equity securities in connection with future acquisitions, existing stockholders may be diluted and earnings per share may decrease.

Because acquisitions are inherently risky, our transactions may not be successful and may have a material adverse effect on our business, results of operations, financial condition, or cash flows. Acquisitions of businesses having a significant presence outside the U.S. will increase our exposure to the risks of conducting operations in international markets.

There can be no assurance that strategic divestitures will provide business benefits.

As part of our strategy, we continuously evaluate our portfolio of businesses. As a result of these reviews, we have made decisions to divest certain products and lines of business, and we may do so again in the future. These divestitures involve risks, including:

•disruption of our operations or businesses;

•reductions of our revenues or earnings per share;

•difficulties in the separation of operations, services, products, and personnel;

•failure to effectively transfer liabilities, contracts, facilities, and employees to a purchaser;

•divestiture terms that contain potential future purchase price adjustments or require that assets or liabilities be divested, managed, or run off separately;

•diversion of management's attention from our other businesses;

•the potential loss of key personnel;

•adverse effects on relationships with our customers, suppliers, or their businesses;

•the erosion of employee morale or customer confidence; and

•the retention of contingent liabilities and the possibility that we will become subject to third-party claims related to the divested business.

Our revenues, results of operations and overall financial performance may be negatively impacted by health epidemics or other disease outbreaks.

Our customers, and therefore our business and revenues, are sensitive to negative changes in general economic conditions and lending activities. Health epidemics or disease outbreaks could impact the rate of spending on our solutions and could adversely affect our customers’ ability or willingness to purchase our products and services, cause prospective customers to change product selections or term commitments, delay or cancel their purchasing decisions, extend sales cycles, and potentially increase payment defaults, all of which could adversely affect our future revenues, results of operations, and overall financial performance.

Operational Risks

If our cybersecurity measures are compromised or unauthorized access to customer or consumer data is otherwise obtained, our products and services may be perceived as not being secure, customers may curtail or cease their use of our products and services, our reputation may be damaged, and we could incur significant liabilities.

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Because our business involves the storage, transmission, and utilization of sensitive consumer and customer information, we routinely face cybersecurity and other security threats by technically sophisticated and well-resourced outside third parties, among others, attempting to access or steal the data we store. Many of our products are provided through the Internet. We are exposed to additional cybersecurity threats as we continue to migrate our software solutions and data from our legacy systems to cloud-based solutions, and as we increase the use of AI in our operations and solutions. We operate in an environment of significant risk of cybersecurity incidents resulting from unintentional events or deliberate attacks by third parties or insiders, which may involve exploiting security vulnerabilities or sophisticated attack methods. Advances in AI technology can allow for even minor security vulnerabilities to be detected and exploited by bad actors faster and in ways that existing industry-standard cybersecurity tools were not designed to detect and remediate. As a software and technology vendor, we may incorporate or distribute software or other materials from third parties.

Cybersecurity breaches, including those that impact our third-party vendors and other security providers, could expose us to a risk of loss, the unauthorized disclosure of consumer or customer information, significant litigation, regulatory fines, penalties, loss of customers or reputational damage, indemnity obligations, and other liability. In addition, a successful breach of our computer systems, software, networks, or other technology assets could remain undetected for an extended period of time, delaying our ability to contain the incident, mitigate its effects, and address the consequences.

Malicious third parties may conduct attacks designed to deny us, our customers, distributors, and vendors access to our systems and services, including through ransomware or other extortion-based attacks, and may demand payment to restore access or prevent the disclosure of sensitive information. Cybersecurity breaches affecting our vendors, distributors, customers, acquired companies, or us may trigger governmental notice requirements and public disclosures, resulting in negative publicity, regulatory investigations or enforcement actions, statutory damages, litigation by individuals or other parties, and other liabilities. We may also be affected by cybersecurity breaches experienced by customers that use our products on-premises, and those breaches may occur due to factors outside our control, including a customer’s failure to timely install updates and fixes to our products, vulnerabilities in a customer’s own cybersecurity measures, and other factors. Any cybersecurity breach, whether actual or perceived, could harm our reputation, erode customer confidence in the effectiveness of our security measures, negatively impact our ability to attract new customers, cause existing customers to curtail or cease their use of our products and services, cause regulatory or industry changes that impact our products and services, or subject us to third-party lawsuits, regulatory fines, or other action or liability, all of which could materially and adversely affect our business and operating results.

If we experience business interruptions or failure of our information technology and communication systems, the availability of our products and services could be interrupted which could adversely affect our reputation, business, and financial condition.

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Our ability to provide reliable products and services to our customers depends on the efficient and uninterrupted operation of our data centers, information technology, and communication systems, as well as those of our external service providers. Any disruption of or interference with our use of data centers, information technology, or communication systems of our external service providers could adversely affect our operations and our business. Our systems and data centers, and those of our external service providers, could be exposed to damage or interruption. Any steps that we or our external service providers have taken to prevent or reduce disruption may not be sufficient to prevent an interruption of services and disaster recovery planning may not account for all eventualities.

An operational failure or outage in any of these systems, or damage to or destruction of these systems, that disrupts our services could result in loss of customers, damage to customer relationships, reduced revenues and profits, refunds of customer charges, and damage to our brand and reputation. Such events may also require us to incur substantial additional expense to repair or replace damaged equipment and recover any resulting data loss.

The failure to recruit and retain qualified personnel could hinder our ability to successfully manage our business.

We cannot be certain that our compensation strategies will be perceived as competitive by current or prospective employees. This and other competitive factors could impair our ability to recruit and retain personnel. We have experienced difficulty in the past in recruiting and retaining qualified personnel, particularly in these intensely competitive and technical skill areas, and we may experience similar challenges in the future. These challenges may be heightened at times when we may need additional staff to support expanded research and development efforts, new customers, and/or increased customer needs. We may also recruit skilled technical professionals from other countries to work in the U.S., and from the U.S. and other countries to work abroad. Limitations imposed by current and changing immigration laws in the U.S. and abroad, and the availability of visas in the countries where we do business, could hinder our ability to attract and retain necessary qualified personnel and adversely affect our business and future operating results. In addition, a decline in our stock price, such as we have recently experienced and may continue to experience, may adversely affect our ability to attract, retain, and motivate personnel, and may limit our ability to use equity and equity-based incentive plans for such purposes, potentially requiring us to use alternative forms of compensation.

Customers and key business partners provide us with the data we require to analyze transactions, report results, and build new models. If this were to happen, our development of new products might become less effective. We may not be successful in maintaining our relationships with these external data source providers or in continuing to obtain data from them on acceptable terms or at all.

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Legal, Regulatory and Compliance Risks

Increased industry and regulatory focus on U.S. residential mortgage closing costs may limit our ability to implement price changes for FICO® Scores used in mortgage originations and thus limit the revenues and profitability of the FICO Score.

There has been increased industry and regulatory focus in the U.S. related to the transparency and fairness of certain fees charged to consumers in connection with the closing of a residential mortgage loan, including fees for credit reports and credit scores. If new laws, regulations, or other governmental action limit the fees that can be charged for credit scores by us, consumer reporting agencies, or end users of our FICO® Scores, or impose other restrictions on the sale or distribution of credit scores, our ability to increase pricing for FICO Scores used in mortgage originations may be limited. Such limitations could adversely affect the revenues and profitability of the FICO Score and constrain the growth of our Scores business.

There has also been, and may continue to be, focus more broadly on laws and regulations in the U.S. related to our Scores business and the business of consumer reporting agencies, including by U.S. state and federal regulators, relating to policy concerns with regard to the operation of consumer reporting agencies, the sale and distribution of credit scores and credit reports, the use and accuracy of credit and alternative data, the use of credit scores and fair lending, and the use, transparency, and fairness of algorithms, AI, machine learning, and automated decision-making technology in business processes. The costs and other burdens of compliance with such laws and regulations, and with new or revised laws and regulations that may be implemented addressing these topics, could adversely impact the use and adoption of our solutions, reduce overall demand for them, and harm our business, financial condition, or results of operations.

Laws and regulations in the U.S. and abroad that apply to us and/or to our customers may expose us to liability, cause us to incur significant expense, affect our ability to compete in certain markets, limit the profitability of or demand for our products, or render our products obsolete. If these laws and regulations require us to change our products and services, it could adversely affect our business and results of operations. New legislation or regulations, or changes to existing laws and regulations, may also negatively impact our business and increase our costs of doing business.

Laws and regulations in the U.S. and abroad that may affect our business and/or our current and prospective customers’ activities include, but are not limited to, those in the following significant regulatory areas:

•Privacy and security laws and regulations that limit the use and disclosure, require security procedures, or otherwise apply to the collection, processing, storage, use, and transfer of personal data of individuals (e.g., the U.S. Financial Services Modernization Act of 1999, also known as the Gramm Leach Bliley Act; U.S. state security breach notification laws and privacy laws; and the data protection laws of other countries such as the General Data Protection Regulation (the “GDPR”) in the European Union (“E.U.”) and the United Kingdom (“U.K.”));

•Laws and regulations relating to the privacy, security, and transmission of protected health information of individuals, including the Health Insurance Portability and Accountability Act of 1996, as amended by the American Recovery and Reinvestment Act of 2009 (“HIPAA”), and the Health Information Technology for Economic and Clinical Health Act (“HITECH”) and their respective implementing regulations;

•Laws and regulations relating to the development, provision, and use of AI and automated decision-making technologies (e.g., the EU AI Act and U.S. state AI laws);

•Financial regulatory reform stemming from the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and the many regulations mandated by that Act, including regulations issued by, and the supervisory and investigative authority of, the Consumer Financial Protection Bureau (“CFPB”) with respect to enumerated federal consumer financial laws and unfair, deceptive, or abusive acts or practices (“UDAAP”);

•The application or extension of consumer protection laws, including implementing regulations (e.g., the Consumer Financial Protection Act, the Federal Trade Commission Act, the Truth In Lending Act and Regulation Z, the Fair Debt Collection Practices Act and Regulation F, the Servicemembers Civil Relief Act, the Military Lending Act, and the Credit Repair Organizations Act, and similar state consumer protection laws);

•Use of data by creditors and consumer reporting agencies (e.g., the U.S. Fair Credit Reporting Act and similar state laws);

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•Special requirements that may apply when we provide products or services directly or indirectly to U.S. federal, state, and local government agencies (e.g., the Privacy Act of 1974, the Internal Revenue Service’s Publication 4812, and the Federal Acquisition Regulation);

•Laws and regulations that limit the use of credit scoring models (e.g., state “mortgage trigger” or “inquiries” laws, state insurance restrictions on the use of credit-based insurance scores, and the E.U. Consumer Credit Directive);

•Fair lending laws (e.g., the Equal Credit Opportunity Act and Regulation B, and the Fair Housing Act) and laws and regulations that may impose requirements relating to algorithmic fairness or accountability;

•Data and cybersecurity laws and regulations, including: the Cybersecurity Act of 2015; the U.S. Department of Commerce’s National Institute of Standards and Technology’s Cybersecurity Framework; the Clarifying Lawful Overseas Use of Data Act; cyber incident notice requirements for banks and their service providers under rules and regulations issued by federal banking regulators; cybersecurity incident disclosure requirements for public companies under regulations issued by the SEC; and identity theft, file freezing, and similar state privacy laws;

•Laws and regulations that apply to technology services and cloud-hosted services, and related digital and cyber resiliency, operational continuity, and data processing requirements, including contract termination rights (e.g., the EU Digital Operational Resilience Act, the EU Cyber Resilience Act, and the EU Data Act);

•Laws and regulations related to extension of credit to consumers through the Electronic Fund Transfers Act and Regulation E, as well as non‑governmental VISA and MasterCard electronic payment standards;

•Laws and regulations applicable to secondary market participants (e.g., Fannie Mae and Freddie Mac) that could have an impact on our scoring products and revenues, including 12 CFR Part 1254 (Validation and Approval of Credit Score Models) issued by the FHFA in accordance with Section 310 of the Economic Growth, Regulatory Relief, and Consumer Protection Act (Public Law 115-174), and any regulations, standards, or criteria established pursuant to such laws or regulations, including the ongoing validation and approval of the use of the FICO® Score by Fannie Mae, Freddie Mac, and the FHFA;

•Laws and regulations applicable to our clients and their use of our customer communication services (e.g., the Telemarketing Sales Rule, Telephone Consumer Protection Act, the CAN-SPAM Act, the Fair Debt Collection Practices Act, and regulations promulgated thereunder, and similar state laws and similar laws in other countries);

•Laws and regulations applicable to our insurance clients and their use of our insurance products and services;

•Laws and regulations governing the use of the Internet and social media, telemarketing, advertising, endorsements, and testimonials;

•Antitrust and unfair competition laws;

•Anti-money laundering laws and regulations (e.g., the Bank Secrecy Act and the USA PATRIOT Act);

•Laws and regulations restricting transactions with sanctioned parties and regarding export controls as they apply to FICO products delivered in non-U.S. countries or to foreign nationals (e.g., Office of Foreign Asset Control sanctions and Export Administration Regulations);

•Anti-bribery and corruption laws and regulations (e.g., the Foreign Corrupt Practices Act and the UK Bribery Act 2010);

•Financial regulatory standards (e.g., Sarbanes-Oxley Act requirements to maintain and verify internal process controls, including controls for material event awareness and notification);

•Laws and regulations that apply to the management or oversight of third parties (e.g., vendors, contractors, suppliers, and distributors); and

•Laws and regulations relating to the environmental, social, and sustainability practices of companies, including enhanced climate-related disclosure requirements from regulators, such as California’s climate disclosure rules and the E.U.’s Corporate Sustainability Reporting Directive.

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Many U.S. and foreign jurisdictions have passed, or are currently contemplating, a variety of consumer protection, data privacy, and cyber and data security laws and regulations that may relate to our business or the business of our customers or affect the demand for our products and services. For example, the GDPR in the E.U. and the U.K. imposes strict obligations and restrictions on the collection and use of E.U. and U.K. personal data, and also on the transfer of such data to countries that have not been determined by the E.U. or the U.K. to provide adequate data privacy protections, unless there are additional approved transfer safeguards in place (such as the use of “standard contractual clauses” and the performance of appropriate data transfer impact assessments). Our implementation of processes to meet such requirements for affected data flows may involve additional compliance costs associated with maintaining appropriate regulatory certifications, performing any necessary assessments, engaging in contract negotiations with third parties, and implementing approved standard contractual clauses, and/or (if appropriate) localizing certain data processing activities. Furthermore, such data transfer restrictions, which may involve interpretive issues, may have an adverse impact on cross-border transfers of personal data and may subject us and our customers to additional scrutiny from E.U. or U.K. data protection authorities.

Numerous other countries have introduced and, in some cases, enacted, similar data privacy and cyber and data security laws.

Numerous other U.S. states have passed similar privacy laws.

The EU AI Act, which establishes requirements for the provision and use of products that leverage AI systems, including in credit scoring, entered into force on August 1, 2024, with most provisions becoming effective in December 2026 and December 2027. Other countries, as well as the executive branch of the U.S. government and many U.S. states, are considering or have implemented laws, regulations, or standards applicable to the development, provision, and use of AI technologies in certain industries and contexts. For example, California has issued regulations under the CCPA and CPRA, and Colorado has passed a law and is issuing regulations, that govern the use of automated decision-making technology, including AI, to make certain significant or consequential decisions about individuals, including credit decisions. The California and Colorado laws are set to take effect in January 2027.

The costs and other burdens of compliance with such laws and regulations, along with the potential for increased regulatory actions, could negatively impact the use and adoption of our solutions and reduce overall demand for them. Additionally, concerns regarding data privacy and cyber and data security may cause our customers, or their customers and potential customers, to resist providing the data necessary to allow us to deliver our solutions effectively. Even the perception that the privacy or security of personal information is not satisfactorily protected or does not meet regulatory requirements could inhibit sales of our solutions and any failure to comply with such laws and regulations could lead to significant fines, penalties, or other liabilities.

In addition to existing laws and regulations, changes in the U.S. or foreign legislative, judicial, regulatory, or consumer environments could harm our business, financial condition, or results of operations. The laws and regulations above, and changes to them or their interpretation by the courts, could affect the demand for or profitability of our products, including scoring and consumer products. New laws and regulations pertaining to our customers could cause them to pursue new strategies, reducing the demand for our products.

If we are subject to infringement claims, it could harm our business.

Products in the industry segments in which we compete, including software products, are often subject to claims of patent and other intellectual property infringement, and such claims could increase as the number of products and competitors in our industry segments grow. We may need to defend claims that our products infringe intellectual property rights, and as a result we may:

•incur significant defense costs or substantial damages;

•be required to cease the use or sale of infringing products;

•expend significant resources to develop or license a substitute non-infringing technology;

•discontinue the use of some technology; or

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•be required to obtain a license under the intellectual property rights of the third-party claiming infringement, which license may not be available or might require substantial royalties or license fees that would reduce our margins.

Moreover, in recent years, individuals and groups that are non-practicing entities, commonly referred to as “patent trolls,” have purchased patents and other intellectual property assets for the purpose of making claims of infringement in order to extract settlements. From time to time, we may receive threatening letters or notices or may be the subject of claims that our solutions and underlying technology infringe or violate the intellectual property rights of others.

Global Operational Risks

Our operations outside the U.S. subject us to additional risks that may harm our business, financial condition, or results of operations.

A large portion of our revenues is derived from international sales. During fiscal 2026, 20% of our revenues was derived from business outside the U.S. As part of our growth strategy, we plan to continue to pursue opportunities outside the U.S., including opportunities in countries with economic systems that are in early stages of development and that may not mature sufficiently to result in growth for our business. Accordingly, our future operating results could be negatively affected by a variety of factors arising out of international commerce, some of which are beyond our control. These factors include:

•general economic and political conditions in countries where we sell our products and services;

•difficulty in staffing and efficiently managing our operations in multiple geographic locations and in various countries;

•effects of a variety of foreign laws and regulations, including restrictions on access to personal information;

•data privacy, consumer protection, and AI laws and regulations;

•import and export licensing requirements;

•longer payment cycles;

•difficulties in enforcing contracts and collecting accounts receivable;

•reduced protection for intellectual property rights;

•currency fluctuations;

•unfavorable tax rules or rulings;

•changes in tariffs and other trade barriers;

•the presence and acceptance of varying levels of business corruption in international markets;

•geopolitical tensions, instability, terrorism, and military conflicts;

•natural disasters and pandemics, including individual countries’ reactions to them; and

•difficulties and delays in translating products and related documentation into foreign languages.

There can be no assurance that we will be able to successfully address each of these challenges. Additionally, some of our business is conducted in currencies other than the U.S. dollar. Substantial movements in foreign exchange rates relative to the dollar could adversely impact our cash flows, results of operations, and financial position.

We currently have a substantial portion of our product development staff in international locations, some of which have political and developmental risks. For example, a significant portion of our workforce is located in India, which may be subject to political, economic, regulatory, or other risks. If any of these risks materialize, our business could be adversely affected.

Material adverse developments in global economic conditions, or the occurrence of significant geopolitical or other world events, could affect demand for our products and services and harm our business.

Purchases of technology products and services and decisioning solutions are subject to adverse economic conditions. During periods of economic weakness, companies across many industries delay or reduce technology purchases, and we may experience softened demand for our decisioning solutions and other products and services.

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Economic uncertainty has and could continue to negatively affect the businesses and purchasing decisions of companies in the industries we serve. Such disruptions present considerable risks to our businesses and operations. These factors may adversely affect our business, results of operations, and liquidity.

As a result of these conditions, risks and uncertainties, we may need to modify our strategies, businesses, or operations, and we may incur additional costs in order to compete in a changed business environment. Our failure to do so could materially and adversely affect our business, financial condition, results of operations, and prospects.

Financial Risks

Our products have long and variable sales cycles. If we do not accurately predict these cycles, we may not forecast our financial results accurately, and our stock price could be adversely affected.

In addition, our selling approach is complex, as we look to sell multiple products and services across our customers’ organizations. This may cause customers, particularly those experiencing financial stress, to make purchasing decisions more cautiously.

In our Scores segment, a majority of our revenues come from the sale of our Scores through partners. In addition, the volume of our Scores sales depends heavily on macroeconomic conditions that are hard to forecast, including the volume of transactions in the U.S. mortgage and credit card markets, which account for a significant portion of the revenues in our Scores segment.

If we are unable to accurately forecast our revenues, our ability to plan, budget, or provide accurate guidance could be limited, and our stock price could be adversely affected.

These fluctuations could cause our stock price to change significantly or experience declines. In addition to the other risks described in these risk factors, some of the factors that could cause our financial results and key metrics to fluctuate include:

•variability in demand from our existing customers;

•the lengthy and variable sales cycle of many products, combined with the relatively large size of orders for our products, increases the likelihood of short-term fluctuation in revenues;

•consumer or customer dissatisfaction with, or problems caused by, the performance of our products;

•the timing of new product announcements and introductions in comparison with our competitors;

•the level of our operating expenses;

•changes in demand and competitive and other conditions in the consumer credit, banking, and insurance industries;

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•regulatory and market developments potentially affecting the use of FICO Scores relative to competing credit score models, including VantageScore;

•interest rate levels and volatility, and inflation;

•fluctuations in domestic and international economic conditions;

•our ability to complete large installations, and to adopt and configure cloud-based and AI-based deployments, on schedule and within budget;

•announcements relating to litigation or regulatory matters;

•changes in senior management or key personnel;

•acquisition-related expenses and charges; and

•timing of orders for and deliveries of software systems.

Our operating expenses are based in part on our expectations for future revenue and many are fixed and cannot be quickly adjusted as revenue changes. Expenses that exceed our expectations or a failure to maintain rigorous cost controls could also adversely affect our profitability.

General Risk Factors

Our stock price has been subject to fluctuations, and may continue to fluctuate, or decline, regardless of our operating performance.

In recent months, following the announcements by the FHFA and HUD related to the authorized use by lenders in the U.S. mortgage market of VantageScore, our stock price has declined significantly, and it could continue to decline due to these or other announcements, or due to any increased use, or perceived increased use, of VantageScore over FICO Scores in the mortgage market. The financial markets have experienced, and may continue to experience, significant price and volume fluctuations that have particularly affected the stock prices of many technology companies and financial services companies. These fluctuations have at times been unrelated to the operating performance of these companies.

If we experience changes in tax laws or adverse outcomes resulting from examination of our income tax returns, our results of operations could be adversely affected.

Significant judgment is required in determining our worldwide provision for income taxes. Our future effective tax rates could be adversely affected by changes in tax laws, by our ability to generate taxable income in foreign jurisdictions to utilize foreign tax losses, and by changes in the valuation of our deferred tax assets. In addition, we are subject to the examination of our income tax returns by the Internal Revenue Service and other tax authorities. We regularly assess the likelihood of adverse outcomes resulting from such examinations to determine the adequacy of our provision for income taxes.

Our anti-takeover defenses could make it difficult for another company to acquire control of FICO, thereby limiting the demand for our securities by certain types of purchasers or the price investors are willing to pay for our stock.

These provisions include giving our Board the ability to issue preferred stock and determine the rights and designations of the preferred stock at any time without stockholder approval. The rights of the holders of our common stock will be subject to, and may be adversely affected by, the rights of the holders of any preferred stock that may be issued in the future. The issuance of preferred stock, while providing flexibility in connection with possible acquisitions and other corporate purposes, could have the effect of making it more difficult for a third-party to acquire, or discouraging a third-party from acquiring, a majority of our outstanding voting stock. These factors and certain provisions of the Delaware General Corporation Law may have the effect of deterring hostile takeovers or otherwise delaying or preventing changes in control or changes in our management, including transactions in which our stockholders might otherwise receive a premium over the fair market value of our common stock.

Item 1B. Unresolved Staff Comments

Not applicable.

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Item 1C. Cybersecurity

Cybersecurity Risk Management and Strategy

We recognize the importance of assessing, identifying, and managing material risks associated with cybersecurity threats, as such term is defined in Item 106(a) of Regulation S-K.

Cybersecurity risks related to our business, technical operations, privacy and compliance issues are identified and managed through a multi-faceted approach including third-party assessments, internal IT Audit, IT security, governance, risk and compliance reviews.

We employ an experienced team of cybersecurity professionals with a variety of backgrounds, and we periodically engage third-party service providers to assist with assessing, identifying and managing cybersecurity risks. We seek to address material cybersecurity risks through a company-wide approach that assesses, ranks and prioritizes cybersecurity threats, vulnerabilities and issues as they are identified to maintain the confidentiality, integrity and availability of our information systems and the information that we collect and store. The Company’s cybersecurity policies, standards, processes and practices are informed by recognized frameworks established by the National Institute of Standards and Technology, the International Organization for Standardization and an array of other applicable standards-setting bodies, which are integrated into a broader risk management framework and related processes. We also hold various security-related industry certifications and attestations that have been validated by external auditors, including: SOC 1, SOC 2 Type II, ISO 27001, CSA STAR Level 2, PCI-DSS and others.

Leveraging threat intelligence and other signals, the Company undergoes periodic testing, audits and reviews of its policies, standards, processes and practices to identify, assess and address cybersecurity risks and events. The Company also undergoes routine internal and external penetration testing. The results of such tests and assessments are evaluated by management and periodically reported to the Audit Committee. The Company also makes available to clients attestations of its various certifications, audits, and penetration tests.

We have not identified any risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, that have materially affected, or are reasonably likely to materially affect, the Company, including its business strategy, results of operations, or financial condition. However, we face ongoing and increasing cybersecurity risks, including from bad actors that are becoming more sophisticated and effective over time, as well as a result of potential defects or disruptions in our or our customers’ services. Additional information on the cybersecurity risks that could materially affect us is discussed in Part I, Item 1A, “Risk Factors.”

Cybersecurity Governance

Management Oversight

Our management is responsible for identifying the various risks facing the Company, formulating risk management policies and procedures, and managing the Company’s risk exposures. The Company’s Chief Information Security Officer (“CISO”), who reports to the President, Software, is primarily responsible for the assessment and management of material risks from cybersecurity threats and for the design and implementation of our security program and strategy based on the mandate provided by the Board and senior management. The CISO has extensive experience in the management of cybersecurity risk management programs, having served in various leadership roles in information technology and information security for over 20 years, including serving as the Chief Security Officer of two other large public technology companies.

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The CISO, in coordination with other members of senior management, works collaboratively across the Company to implement a program designed to protect the Company’s information systems from cybersecurity threats and to promptly respond to cybersecurity incidents in accordance with the Company’s incident response and recovery plans. To facilitate the success of the Company’s cybersecurity program, cross-functional teams throughout the Company are tasked with addressing cybersecurity threats and responding to cybersecurity incidents. Through ongoing communications with these teams, the CISO and senior management are informed promptly about, and monitor the prevention, detection, investigation, mitigation and remediation of, cybersecurity threats and incidents. These teams are expected to operate pursuant to documented plans and playbooks that include processes for escalation of incidents to leadership and to the Audit Committee and the Board, as appropriate, based on the severity level of an incident.

Specifically, management implements the Company’s cybersecurity and risk management strategy across several areas:

•Identification and Reporting. The Company has implemented a robust, cross-functional approach to identifying, assessing and managing cybersecurity threats and risks. The Company’s program includes controls and procedures designed to properly identify, classify, and escalate cybersecurity risks to provide management with visibility and prioritization of risk mitigation efforts and to publicly report material cybersecurity incidents if and when appropriate.

•Threat Intelligence. The Company maintains a Threat Intelligence team focused on profiling, intelligence collection, and threat analysis supporting the Company’s ongoing efforts to identify, assess and manage cybersecurity threats. The team’s input supports both near-term response to cybersecurity events, and long-term strategic planning and development of the Company’s cybersecurity risk management framework.

•Technical Safeguards. The Company implements technical safeguards that are designed to protect both the Company’s service offerings and other information systems it controls from cybersecurity threats, including firewalls, intrusion prevention and detection systems, anti-malware functionality, vulnerability management, encryption processes and access controls, all of which are periodically evaluated and improved through risk and control assessments and in response to cybersecurity threat intelligence as well as outside audits and certifications.

•Incident Response and Recovery Planning. The Company has established and maintains robust incident response, business continuity and disaster recovery plans designed to address the Company’s response to a cybersecurity incident, including any required public disclosure and reporting of material incidents in a timely manner. These plans and procedures serve to guide and document a rigorous incident response program that reflects the roles of an array of stakeholders, including personnel providing technical, operational, engineering, legal and other perspectives across the Company. The Company conducts regular tabletop exercises involving multiple operational teams, including senior management, to test these plans and to familiarize personnel with their roles in a response scenario.

•Third-Party Risk Management. The Company maintains a robust, risk-based approach to identifying and overseeing cybersecurity threats presented by certain third parties, including vendors, service providers and other external users of the Company’s systems, as well as the systems of third parties that could adversely impact our business in the event of a significant cybersecurity incident affecting those third-party systems.

•Education and Awareness. The Company regularly provides employee training on security-related duties and responsibilities, including knowledge about how to recognize security incidents and how to proceed if an actual or suspected incident should occur. This training is mandatory for employees across the Company, and is intended to provide the Company’s employees with effective tools to address cybersecurity threats, and to communicate the Company’s evolving information security policies, standards, processes and practices.

Board Oversight

Our Board is responsible for monitoring the Company’s risk management processes by informing itself concerning our material risks and evaluating whether management has reasonable controls in place to address the material risks. Accordingly, our internal risk management team regularly reports to the Audit Committee on our major risk exposures and the steps management has taken to monitor and control such exposures, including our risk assessment and risk management policies. The Audit Committee, in turn, reports on the matters discussed at the committee level to the full Board.

As part of its oversight of the Company’s risk management noted above, the Audit Committee oversees, reviews and discusses with management the Company’s risks from cybersecurity threats and management’s role in assessing and managing

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such risks. The Audit Committee receives regular presentations, reports and updates from the CISO and other members of management on developments regarding the Company’s cybersecurity program, broader cybersecurity trends, evolving industry standards, the threat environment and other topics.

The Company’s processes also allow for the Board and the Audit Committee to be informed of key cybersecurity risks outside the regular reporting schedule. While regular meetings of the Audit Committee are scheduled on a quarterly cadence, the Audit Committee is authorized to meet with management at any time it deems appropriate to discuss matters relevant to the Audit Committee. The Company’s policy is for the Board and the Audit Committee to receive prompt and timely information regarding any cybersecurity risk (including any incident) that meets pre-established reporting thresholds, as well as ongoing updates regarding any such risk.

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