🇺🇸 SECGuidewire Software, Inc.Doubao · 实盘不做把握 6/10不做原因:风险收益比不佳
北京时间·🕒 发布 19:05:23·⟳ 抓取 19:05:53 +30s·⚡ 决策 10-27 20:39:20 +1h33m·5.2 小时前
Guidewire 以 17 亿美元现金+最高 4 亿美元 earnout 收购 AI 核保平台 hyperexponential，并举债 10 亿美元
同一具体收购事件已在 3 分钟前（12:34 UTC）由本臂处理并判 AVOID，本条 8-K 为同一 SEC 披露、无新增事实。当前为收购方大型现金+举债并购：ARR 增厚（FY27 +650bp 非有机）与战略卡位 agentic underwriting 属正面，但隐含高倍数（标的未披露 ARR，市场推测约 18–24 倍）、新增 10 亿美元债务、现金消耗与整合风险属负面，净方向 MIXED。盘前 08:12-08:34 EDT GWRE 仅约 183.5 美元、较前收 183.96 跌约 0.25%、盘前成交量仅数百股，市场未确认单边重定价；而股价近 5 日 +7.3%、近 20 日 +26.7%，10-20 单日 +7.08%、10-22 盘中冲 191.99，存在收购传闻提前发酵/拥挤迹象。做空不满足红线（无业绩暴雷、无多头逻辑证伪，仅为估值与杠杆担忧），追多则承受开盘跳空与电话会不及预期风险，风险收益不对称，多空均不做。
📄 原文Guidewire Software, Inc.↗ 原文
----- d121813d8k.htm ----- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REP…
不做 Guidewire Software（GWRE.US）
收购方向 MIXED（ARR 增厚 vs 高倍数+10 亿美元债务），盘前无量持平未确认单边重定价，近 20 日已涨 27% 偏拥挤且有传闻提前发酵迹象；做空无强空催化不满足红线，追多承受开盘跳空与 8:30 电话会不确定性，风险收益不对称。同一事件 3 分钟前已判不做且无新增事实。待电话会披露标的 ARR/倍数与 12 月更新 FY27 指引后再评估。
展开详情(成交明细 / 研究档案 / 原文全文 / 决策记录链)
研究档案
结论摘要
Guidewire 17 亿+最高 4 亿美元收购 AI 核保平台 hx 并举债 10 亿美元，战略增厚与高倍数/杠杆/摊薄对冲、方向 MIXED；盘前无量持平且近 20 日已涨 27%，无清晰单边 edge，多空均不做，等 8:30 电话会与 12 月指引再评估。
🔎 新鲜度:最早出现 2026-10-27 · 扩散 low · price-in 风险 medium ↗
关键理由
- 正面腿：hx 为商业险 agentic 核保定价领导者（750 亿美元年保费决策量、约 300 人团队、头部保险客户），预计 FY27 增厚 ARR 增长 650bp、FY28 起有机增速 +150bp，打开约 300 亿美元 agentic underwriting TAM，且交割无融资条件
- 负面腿：17 亿美元基础对价对应 GWRE 约 151 亿美元市值的 11%、总对价最高 21 亿美元，叠加 10 亿美元新债务（此前基本净现金）和现金消耗，标的财务未披露使隐含倍数存疑，Q1 指引不变、全年指引要到 12 月才更新
主要风险
- 8:30 EDT 电话会若披露 hx ARR 显示隐含倍数显著高于市场预期或协同/留存口径保守，开盘可能跳空下跌；反之超预期则向上跳空，盘前无量（仅 453 股）不具价格发现意义
- 近 20 日 +26.7%、10-20 放量 +7.08% 显示收购预期可能部分提前发酵，存在 sell-the-news/见光死风险
反向证据
- 做多前查反向 · 来源 web · 日期 2026-10-27 · 影响 weakens
近 20 日 +26.7%、PE(TTM)约 113 倍，估值与涨幅拥挤；本次新增 10 亿美元债务、Q1 指引不变，利好缺乏近期基本面上调配合，削弱做多
检索:Guidewire GWRE 近期利空 下调 砍单 估值 债务 - 做空前查反向 · 来源 filing · 日期 2026-10-27 · 影响 weakens
8-K 明确 FY27 ARR 增长 +650bp、FY28 有机 +150bp、无融资交割条件，属实质战略利好，无业绩暴雷或证伪，不满足做空红线
检索:Guidewire hyperexponential 收购 利好 协同 ARR 上调 原文 ↗
先例如何影响了这次决策
对本次决策的影响:先例缺位与方向 MIXED 一致，支持不做而非凭感觉追多或做空；若日后补做应以 GWRE 及同业（如 SPCM、APP 等）现金并购宣布日为锚
方向:未取得可锚定的同市场同机制对齐先例（大型软件公司现金+举债收购小型垂直 AI SaaS），无法以先例校准幅度
涨幅量级:不足：未在本轮检索到首发可核验、相位对齐（签约宣布日盘前）的软件并购先例面板，不据此设定 tp/sl
形态:经验上软件收购方宣布高溢价并购常见开盘震荡甚至 sell-the-news，但无干净对齐样本，仅作背景
工具执行结果 · 成功 3 · 降级 0 · 失败 0 · 取消 0
- search_processed_events 成功 stock_tools HTTP · 433 ms
{"result": "search_processed_events:agent query=`guidewire acquire hyperexponential 1.7 billion | guidewire hx 收购 ai underwriting | gwre hyperexponential acquisition term loan`；结构化索引覆盖完整 72 小时；旧记录兼容扫描近 70.4/72 小时、5213 条本臂决策(完整)，返回 1 条候选。\n• 10-27 12:34 UTC(北京 20:34) [bm25:56%,ticker] 不做 GWRE.US (wir - stock_quote 成功 stock_tools HTTP · 342 ms
{ - search_broker_notes 成功 stock_tools HTTP · 1,497 ms
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原文全文
展开原文 · 29,588 字
----- d121813d8k.htm -----
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
October 27, 2026
Guidewire Software, Inc.
(Exact name of registrant as specified in its charter)
Delaware
001-35394
36-4468504
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification No.)
970 Park Pl
,
Suite 200
San Mateo
,
CA
94403
(Address of principal executive offices, including zip code)
(650)
357-9100
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
☐
Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
☐
Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading
Symbol
Name of each exchange
on which registered
Common Stock, $0.0001 par value
GWRE
New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§ 240.12b-2
of this chapter).
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01
Entry into a Material Definitive Agreement.
Acquisition Agreement
On October 27, 2026, Guidewire Software, Inc. (the “Company”) entered into an agreement for the sale and purchase of Hyperexponential Ltd (“hyperexponential”) with the shareholders of hyperexponential (the “Acquisition Agreement”), pursuant to which the Company agreed to acquire all of the issued share capital of hyperexponential (the “Acquisition”) for a base purchase price of $1.7 billion in cash, subject to adjustments, including for working capital, cash, indebtedness, and certain retention amounts. In addition, the Company agreed to pay up to $400.0 million in additional contingent consideration based on the achievement of specified recurring revenue targets following the closing of the Acquisition. The Acquisition is expected to close in the second quarter of the Company’s fiscal year 2027, and is not subject to any conditions to closing.
The above description of the terms of the Acquisition and the Acquisition Agreement is a summary and is not complete. A copy of the Acquisition Agreement will be filed with the Company’s Quarterly Report on Form
10-Q
for the quarterly period ending October 31, 2026, and the above summary is qualified by reference to the terms of the Acquisition Agreement.
Debt Financing Commitments
In connection with the Acquisition, the Company entered into a commitment letter (the “Debt Commitment Letter”) with Bank of America, N.A. (“Bank of America”), Citibank, N.A. (“Citi” and, together with Bank of America, the “Commitment Parties”) and BofA Securities, Inc. on October 27, 2026, pursuant to which the Commitment Parties have committed to provide a senior secured incremental term loan A facility in an aggregate principal amount of $1.0 billion (the “Acquisition Financing Facility”), to be established as a new class of incremental term loans under the Credit Agreement, dated as of December 2, 2024 (the “Existing Credit Agreement”), with the lenders party thereto, including Bank of America, N.A., as the administrative agent, pursuant to an incremental amendment thereto (such amendment, the “Incremental Amendment”). The Acquisition Financing Facility will accrue interest based on a pricing grid under which pricing is set based on the Company’s consolidated leverage ratio. The applicable interest rate will be either the term secured overnight financing rate plus a margin ranging from 1.00% to 2.00% linked to consolidated leverage ratio of less than 0.75 to 1.00 to consolidated leverage ratio in excess of 3.00 to 1.00 (with five pricing increments), or a base rate plus a margin ranging from 0.00% to 1.00% (with the same leverage range and pricing increments). The Acquisition Financing Facility will have a maturity date of December 2, 2029, and will be subject to quarterly amortization in an amount equal to 5.0% per annum of the initial principal amount thereof, commencing with the fifth full fiscal quarter ending after the closing of the Acquisition. The Debt Commitment Letter provides that the Acquisition Financing Facility will be subject to representations and warranties, affirmative covenants, negative covenants, financial covenants, and events of default consistent with the Existing Credit Agreement.
The commitments under the Debt Commitment Letter are subject to customary limited conditions, and the effectiveness of the Incremental Amendment and the funding of the Acquisition Financing Facility are expected to occur on the closing date of the Acquisition. The proceeds of the Acquisition Financing Facility, together with cash on hand, will be used to pay a portion of the cash consideration payable at the closing of the Acquisition and to pay fees, costs and expenses related to the proposed transactions. The Company may pursue alternative transactions to fund all or a portion of the proposed Acquisition. The consummation of the Acquisition is not conditioned upon receipt of the proceeds from the Acquisition Financing Facility or any replacement financing.
The above description of the terms of the Debt Commitment Letter is a summary and is not complete. A copy of the Debt Commitment Letter will be filed with the Company’s Quarterly Report on Form
10-Q
for the quarterly period ending October 31, 2026, and the above summary is qualified by reference to the terms of the Debt Commitment Letter.
Item 2.03
Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance
Sheet Arrangement of a Registrant.
The disclosure set forth in Item 1.01 of this Current Report on Form
8-K
regarding the Company’s entry into the Debt Commitment Letter is incorporated by reference into this Item 2.03.
Item 7.01
Regulation FD Disclosure.
On October 27, 2026, the Company issued a press release announcing entry into the Acquisition Agreement. A copy of the press release is being furnished as Exhibit 99.1 to this Current Report on Form
8-K.
On October 27, 2026, the Company issued an investor deck announcing entry into the Acquisition Agreement and certain updates relating to the expected impact of the Acquisition. A copy of the investor deck is being furnished as Exhibit 99.2 to this Current Report on Form
8-K.
The Company expects the Acquisition to have no impact on the Company’s first quarter of fiscal year 2027 guidance previously issued on September 3, 2026. The Company will provide guidance for the second quarter of fiscal year 2027 and update full year fiscal 2027 guidance on its next earnings call in December 2026.
The information in this Item 7.01 and Exhibits 99.1 and 99.2 attached hereto is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form
8-K
contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, including, but not limited to, express or implied statements regarding the proposed transaction, the Acquisition Agreement, the expected timing of the closing of the proposed transaction, the ability of the parties to complete the proposed transaction, the expected benefits of the proposed transaction, the funding of the Acquisition, the expected impact of the Acquisition on the Company’s prior guidance and projections, and any assumptions underlying any of the foregoing. Any forward-looking statements contained in this Current Report on Form
8-K
are based upon the Company’s historical performance and its current plans, estimates and expectations, and are not a representation that such plans, estimates or expectations will be achieved. These forward-looking statements represent the Company’s expectations as of the date of this Current Report on Form
8-K,
and involve risks, uncertainties, and assumptions. Actual results may differ materially from those anticipated in the forward-looking statements as a result of numerous factors, many of which are beyond the control of the Company, including the risk that the proposed transaction may not be completed in a timely manner or at all; the potential failure to receive, on a timely basis or otherwise, the required funding for the proposed transaction; that the proposed transaction may involve unexpected costs, liabilities, or delays; the effect of the announcement, pendency or completion of the proposed transaction on each of the Company’s or hyperexponential’s ability to attract, motivate, retain and hire key personnel and maintain relationships with customers, distributors, suppliers, and others with whom the Company or hyperexponential does business, or on the Company’s or hyperexponential’s operating results and business generally; that the proposed transaction may divert management’s attention from each of the Company’s and hyperexponential’s ongoing business operations; the risk that restrictions during the pendency of the proposed transaction may impact the Company or hyperexponential’s ability to pursue certain business opportunities or strategic transactions; the risk of any legal proceedings related to the proposed transaction or otherwise; the risk that the anticipated benefits of the proposed transaction may not be fully realized or may take longer to realize than expected; legislative, regulatory, economic, competitive and technological changes; the effect of the announcement, pendency, or completion of the proposed transaction on the market price of the common stock of the Company; and the risks and uncertainties disclosed in the Company’s reports filed from time to time with the Securities and Exchange Commission, including its most recent Form 10-K and any subsequent filings on Forms
10-K,
10-Q,
or
8-K,
available at www.sec.gov. The Company does not intend to update any forward-looking statement contained in this Current Report on Form
8-K
to reflect events or circumstances arising after the date hereof.
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No.
Description of Exhibits
99.1
Press release dated October 27, 2026
99.2
Investor deck dated October 27, 2026
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
GUIDEWIRE SOFTWARE, INC.
Date: October 27, 2026
By:
/s/ JEFF COOPER
Jeff Cooper
Chief Financial Officer
----- d121813dex991.htm -----
EX-99.1
2
d121813dex991.htm
EX-99.1
EX-99.1
Exhibit 99.1
Guidewire Signs Definitive Agreement to Acquire hyperexponential
Acquisition positions Guidewire to lead the transformation to agentic underwriting, setting a new standard where AI agents assess, price,
and make decisions alongside underwriters and actuaries across commercial and specialty lines
LAS VEGAS – CONNECTIONS CONFERENCE –
Oct. 27, 2026 –
Guidewire (NYSE: GWRE) announced today that it entered into a definitive agreement to acquire Hyperexponential Ltd (“hyperexponential” or “hx”) for a base purchase price of $1.7 billion in cash,
subject to adjustments, and up to an additional $400 million in contingent consideration based on achievement of specified recurring revenue targets. hyperexponential is a London-based agentic platform provider of
AI-native
underwriting and pricing software for commercial lines P&C insurers. hyperexponential is an existing Guidewire PartnerConnect Technology Alliance Partner. hyperexponential brings established
trust and scale in underwriting, having powered underwriting decisions across more than $75 billion in annual commercial P&C premium for leading global insurers, reinsurers, and managing general agents (MGAs). The acquisition is expected to
accelerate ARR and revenue growth while remaining consistent with Guidewire’s long-term margin targets.
The acquisition strengthens
Guidewire’s leadership in P&C technology and sets up the company to define agentic underwriting, a new approach in which AI agents work alongside underwriters and actuaries to assess risk, price it, and make decisions, from the most
complex specialty risks to high-volume commercial business. Insurers will be able to respond to more submissions, faster, with pricing and risk decisions that consistently reflect their best underwriting judgment. This will enable insurers to write
more profitable business, grow into new lines with confidence, and free underwriting teams to focus on the risks where their expertise matters most.
“We’re delighted to welcome Amrit Santhirasenan and the team at hyperexponential to Guidewire. There isn’t another company in the world
whose passion for insurance, technical ambition, and vision for the potential of AI in insurance align so closely with our own,” said Mike Rosenbaum, chief executive officer, Guidewire. “Insurance is a distinctly complex industry, where
the quality of risk decisions has an immense impact on business outcomes. Guidewire and hyperexponential are uniquely positioned to deliver industry-specific AI solutions that will transform commercial underwriting. Together we will bring greater
and more scalable intelligence to the insurance decisions that will help underwrite the risks of tomorrow.”
“We founded hyperexponential on
the conviction that underwriting judgment is the highest-leverage work insurers do,” said Amrit Santhirasenan, CEO and
co-founder,
hyperexponential. “Guidewire is the most trusted name in P&C
insurance technology, with deep expertise in managing and safeguarding the policy and risk information insurers rely on throughout the insurance lifecycle. Together, we’ll bring insight from submission to bind and from the individual risk to
the entire portfolio. With hx and Guidewire, insurers will be able to respond to submissions faster and, more importantly, improve loss ratios and allocate capital more effectively.”
Underwriting speed and accuracy remain vital to pricing risk appropriately and maintaining portfolio resilience as P&C insurers face changing
environmental, market, and regulatory conditions.
AI-driven
reductions in
time-to-quote,
among other factors, are having a
significant effect on P&C insurer revenue, according to the Celent report “AI Trends Across the Insurance Value Chain: P&C Edition - North America.” Celent notes that “...one industry consulting firm working with US and UK
commercial P&C insurers found AI can improve underwriting efficiency significantly in complex lines and reduce loss ratios by percentage points by making use of previously unstructured data like telematics, satellite imagery, and loss
history.”
hyperexponential has established a leading position in
AI-native
underwriting and pricing, with a particularly strong presence among commercial and specialty insurers in the United Kingdom. The transaction is expected to contribute at least 650 basis points to Guidewire’s fiscal year 2027 ARR growth on an
inorganic basis and then, starting in fiscal year 2028, at least 150 basis points to Guidewire’s durable organic ARR growth, further strengthening the company’s long-term growth profile.
Transaction Details
Guidewire expects to fund the
transaction through $1.0 billion in new term loan financing and existing cash on hand. Guidewire has secured a binding debt commitment for the loan from Bank of America, N.A. and Citibank, N.A. The acquisition is expected to close in the second
quarter of Guidewire’s fiscal year 2027. This acquisition is expected to have no impact on Guidewire’s first quarter of fiscal year 2027 guidance previously issued on September 3, 2026. Guidewire will provide guidance for the second
quarter of fiscal year 2027 and update full year fiscal 2027 guidance on its next earnings call in December 2026.
Advisors
Centerview Partners is serving as exclusive financial advisor to Guidewire, and Latham & Watkins LLP is serving as legal counsel to Guidewire.
J.P. Morgan is serving as exclusive financial advisor to hyperexponential, and Wilson Sonsini Goodrich & Rosati (UK) LLP is serving as legal counsel
to hyperexponential.
Conference Call and Webcast Information
Guidewire will host a business update call today, October 27, 2026, at 8:30 a.m. EDT (5:30 a.m. PDT) to discuss the proposed acquisition of
hyperexponential. The call is scheduled to last approximately 30 minutes. A live webcast of the call will be available on the Investor Relations section of Guidewire’s website at ir.guidewire.com and at
https://edge.media-server.com/mmc/p/vhegseej. Analysts and investors who wish to participate in the live Q&A session by telephone must register in advance at
https://register-conf.media-server.com/register/BIc8924c2bb06b4042a034ea7da33d306d
. Upon registering, participants will receive
dial-in
information and a unique PIN, along with an email confirmation.
Participants may then join by dialing the number provided or by selecting the “Call Me” option, which delivers an immediate callback from a U.S. number. A replay of the webcast will be available on Guidewire’s Investor Relations
website shortly after the call concludes.
Participants are encouraged to register at least 10 minutes before the call. A supplemental presentation
accompanying the discussion is available with this press release and on the Investor Relations section of Guidewire’s website at ir.guidewire.com.
About Guidewire Software
Guidewire is the platform P&C insurers trust to engage, innovate, and grow efficiently. More than 570 insurers in 44 countries, from new ventures to the
largest and most complex in the world, rely on Guidewire products. With core systems leveraging data and analytics, digital, and artificial intelligence, Guidewire defines cloud platform excellence for P&C insurers.
We are proud of our unparalleled implementation record, with 1,700+ successful projects supported by the industry’s largest R&D team and consulting
partner ecosystem. Our marketplace represents the largest partner community in P&C, where customers can access hundreds of applications to accelerate integration, localization, and innovation.
For more information, please visit www.guidewire.com and follow us on X and LinkedIn.
About hyperexponential
hyperexponential is the agentic
platform for commercial P&C insurance underwriting. The platform amplifies underwriting judgment across submission triage, risk assessment, pricing, rating, and portfolio steering, helping carriers write more business at a better loss ratio. hx
is trusted by leading global insurers for underwriting decisions across more than $75 billion in annual commercial P&C premium. Customers include Aviva, Allianz, Sompo, Beazley, Markel, HDI, Cincinnati Financial, Convex, and Bowhead. Learn
more at hyperexponential.com.
Forward-Looking Statements
This press release includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities
Litigation Reform Act of 1995, including but not limited to, statements regarding the proposed transaction, the definitive agreement, the expected timing of the closing of the proposed transaction, the ability of the parties to complete the proposed
transaction, the expected benefits of the proposed transaction, the expected funding of the proposed transaction, the expected impact to Guidewire’s revenue for the first quarter of fiscal year 2027 and ARR growth for fiscal year 2027 and
2028, and any assumptions underlying any of the foregoing. Words such as “expect,” “anticipate,” “should,” “believe,” “hope,” “target,” “project,”
“goals,” “estimate,” “potential,” “predict,” “may,” “will,” “might,” “could,” “intend,” variations of these terms or the negative of these
terms and similar expressions are intended to identify these forward-looking statements. Forward-looking statements represent Guidewire’s current expectations regarding future events and are subject to known and unknown risks and uncertainties
that could cause actual results to differ materially from those implied by the forward-looking statements. Among those risks and uncertainties are the risk that the proposed transaction may not be completed in a timely manner or at all; the
potential failure to receive, on a timely basis or otherwise, the required funding for the proposed transaction; the potential failure to consummate the transaction; that the proposed transaction may involve unexpected costs, liabilities, or delays;
and risks relating to Guidewire’s business, including those described in Guidewire’s most recent Forms
10-K
and
10-Q
filed with the Securities and Exchange
Commission (the “SEC”) as well as other documents that may be filed by Guidewire from time to time with the SEC. Guidewire may not consummate the proposed transaction described in this press release and, if the proposed transaction is
consummated, cannot provide any assurances regarding the final terms of the transaction or the expected benefits of the proposed transaction. The forward-looking statements included in this press release speak only as of the date of this press
release, and Guidewire does not undertake to update the statements included in this press release for subsequent developments, except as may be required by law.
MEDIA CONTACT:
Kristen Sharkey, Sr. Director, Communications
Guidewire
Software, Inc.
+1.203.644.4899
ksharkey@guidewire.com
INVESTOR CONTACT:
Alex Hughes, VP, Investor Relations
Guidewire Software, Inc.
+1.650.356.4921
ir@guidewire.com
----- d121813dex992.htm -----
EX-99.2
3
d121813dex992.htm
EX-99.2
EX-99.2
Exhibit 99.2 + Guidewire announces agreement to acquire hyperexponential
October 27, 2026
Safe Harbor This presentation includes “forward-looking
statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, including but not limited to, statements regarding the proposed transaction with hyperexponential (the
“proposed transaction”), the expected timing of the closing of the proposed transaction, the ability of the parties to complete the proposed transaction, the expected benefits of the proposed transaction, the expected impact to
Guidewire’s ARR growth for fiscal year 2027, and any assumptions underlying any of the foregoing. Words such as “expect,” “anticipate,” “should,” “believe,” “hope,”
“target,” “project,” “goals,” “estimate,” “potential,” “predict,” “may,” “will,” “might,” “could,” “intend,”
variations of these terms or the negative of these terms and similar expressions are intended to identify these forward-looking statements. Forward-looking statements represent Guidewire’s current expectations regarding future events and are
subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those implied by the forward-looking statements. Among those risks and uncertainties are the risk that the proposed transaction may
not be completed in a timely manner or at all; the potential failure to receive, on a timely basis or otherwise, the required funding for the proposed transaction; the potential failure to consummate the proposed transaction; that the proposed
transaction may involve unexpected costs, liabilities, or delays; and risks relating to Guidewire’s business, including those described in Guidewire’s most recent Forms 10-K and 10-Q filed with the Securities and Exchange Commission (the
“SEC”) as well as other documents that may be filed by Guidewire from time to time with the SEC. Guidewire may not consummate the proposed transaction described in this presentation and, if the proposed transaction is consummated, cannot
provide any assurances regarding the expected benefits of the transaction. The forward-looking statements included in this presentation speak only as of the date of this presentation, and Guidewire does not undertake to update the statements
included in this presentation for subsequent developments, except as may be required by law.
Guidewire + hyperexponential WHO IS HX Guidewire brings hx brings System
of record and transaction backbone Decision infrastructure for underwriting work hyperexponential (hx) is an agentic pricing and underwriting Policy administration Underwriting workflows platform for commercial and specialty insurance. Insurers,
Billing and claims systems Pricing and rating engine reinsurers, and MGAs, from Lloyd’s to US commercial lines, Pricing and rating solutions Underwriting decisioning use hx to build pricing models, assess complex risk, Insurance data and
hyperoperator and and optimize their portfolios. workflow infrastructure agentic automation Expanded portfolio and Scaled P&C customer base European and London Market reach WHY IT MATTERS This combination will accelerate Complementary strengths
across commercial risk Better together the insurance industry's transformation to Agentic Combining Guidewire’s core systems and customer reach with hx’s pricing and underwriting expertise creates a complete insurance life cycle for
commercial lines insurance. Underwriting by delivering the agentic technology platform Select the Steer the Price with Act at scale with to support every commercial right risks portfolio precision confidence line segment and risk.
Agentic Underwriting creates a large growth opportunity for Guidewire
ADDRESSABLE INSURANCE IMPERATIVE GUIDEWIRE GROWTH DRIVER MARKET SIZE Legacy tech decay & Security Core system sales ~$30B Consumer expectations (Claims, Policy, Billing, Pricing/Rating, 1% of DWP Tech driven business agility Underwriting, Data
& Analytics) Indemnity control Agentic Claims ~$30B Consumer experience expectations Agentic systems & traditional ML 1% of DWP Operating efficiency applied to Claims workflows Underwriting profitability Agentic Underwriting ~$30B
Operating efficiency Agentic systems & traditional ML 1% of DWP Competitiveness applied to Underwriting workflows
Guidewire + hx will transform commercial lines underwriting MARKET SHIFT
VALUE CREATION COMPETITIVE POSITION Commercial lines Agentic underwriting Guidewire + underwriting will creates value across hyperexponential is best transform with AI multiple layers positioned to win AI improves industry ROE through three levers
From submission to bound policy Complementary strengths, one platform • Full coverage across underwriting, • Better understanding • Risk Selection and Pricing rating and policy admin of pricing and risk • Submission ingestion
• Covers commercial insurers needs • Less friction in distribution • Triage and prioritization worldwide • Improved rate adequacy • Underwriting efficiency • Adds world-class team of ~300 and portfolio
analytics • Portfolio intelligence & profitability
Transaction overview: hyperexponential acquisition • Cash
consideration of ~$1.7B, inclusive of employee retention pool, plus a contingent earnout of up to $400M payable based on post-close performance Transaction details Anticipated closing Expected financial impact • Initial financing of $1.0B Term
Loan A; remainder funded with cash on balance sheet Transaction details • Term Loan A structure provides flexibility and Guidewire will evaluate the optimal long-term • Cash consideration of ~$1.7B, • Closing expected in Q2 FY27
• Adds 650+ bps to expected capital structure options inclusive of employee retention (Guidewire fiscal quarter ending FY27 ARR growth (inorganic) pool, plus a contingent earnout January 31, 2027) • Supports acceleration of of up to
$400M payable based • Closing is not subject to organic ARR growth rate by on post-close performance • Closing expected in Q2 FY27 (Guidewire fiscal quarter ending January 31, 2027) financing condition at least 150 bps after FY27
Anticipated closing • Initial financing of $1.0B Term • Closing is not subject to financing condition • No impact to Q1 guidance; Loan A; remainder funded FY27 guidance will be updated with cash on balance sheet on the Q1 earnings
call • Term Loan A structure provides flexibility and Guidewire will • Adds 650+ bps to expected FY27 ARR growth (inorganic) evaluate the optimal long-term Expected financial • Supports acceleration of organic ARR growth rate by
over 100 bps after FY27 capital structure options impact • No impact to Q1 guidance; FY27 guidance will be updated on the Q1 earnings call
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
October 27, 2026
Guidewire Software, Inc.
(Exact name of registrant as specified in its charter)
Delaware
001-35394
36-4468504
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification No.)
970 Park Pl
,
Suite 200
San Mateo
,
CA
94403
(Address of principal executive offices, including zip code)
(650)
357-9100
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
☐
Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
☐
Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading
Symbol
Name of each exchange
on which registered
Common Stock, $0.0001 par value
GWRE
New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§ 240.12b-2
of this chapter).
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01
Entry into a Material Definitive Agreement.
Acquisition Agreement
On October 27, 2026, Guidewire Software, Inc. (the “Company”) entered into an agreement for the sale and purchase of Hyperexponential Ltd (“hyperexponential”) with the shareholders of hyperexponential (the “Acquisition Agreement”), pursuant to which the Company agreed to acquire all of the issued share capital of hyperexponential (the “Acquisition”) for a base purchase price of $1.7 billion in cash, subject to adjustments, including for working capital, cash, indebtedness, and certain retention amounts. In addition, the Company agreed to pay up to $400.0 million in additional contingent consideration based on the achievement of specified recurring revenue targets following the closing of the Acquisition. The Acquisition is expected to close in the second quarter of the Company’s fiscal year 2027, and is not subject to any conditions to closing.
The above description of the terms of the Acquisition and the Acquisition Agreement is a summary and is not complete. A copy of the Acquisition Agreement will be filed with the Company’s Quarterly Report on Form
10-Q
for the quarterly period ending October 31, 2026, and the above summary is qualified by reference to the terms of the Acquisition Agreement.
Debt Financing Commitments
In connection with the Acquisition, the Company entered into a commitment letter (the “Debt Commitment Letter”) with Bank of America, N.A. (“Bank of America”), Citibank, N.A. (“Citi” and, together with Bank of America, the “Commitment Parties”) and BofA Securities, Inc. on October 27, 2026, pursuant to which the Commitment Parties have committed to provide a senior secured incremental term loan A facility in an aggregate principal amount of $1.0 billion (the “Acquisition Financing Facility”), to be established as a new class of incremental term loans under the Credit Agreement, dated as of December 2, 2024 (the “Existing Credit Agreement”), with the lenders party thereto, including Bank of America, N.A., as the administrative agent, pursuant to an incremental amendment thereto (such amendment, the “Incremental Amendment”). The Acquisition Financing Facility will accrue interest based on a pricing grid under which pricing is set based on the Company’s consolidated leverage ratio. The applicable interest rate will be either the term secured overnight financing rate plus a margin ranging from 1.00% to 2.00% linked to consolidated leverage ratio of less than 0.75 to 1.00 to consolidated leverage ratio in excess of 3.00 to 1.00 (with five pricing increments), or a base rate plus a margin ranging from 0.00% to 1.00% (with the same leverage range and pricing increments). The Acquisition Financing Facility will have a maturity date of December 2, 2029, and will be subject to quarterly amortization in an amount equal to 5.0% per annum of the initial principal amount thereof, commencing with the fifth full fiscal quarter ending after the closing of the Acquisition. The Debt Commitment Letter provides that the Acquisition Financing Facility will be subject to representations and warranties, affirmative covenants, negative covenants, financial covenants, and events of default consistent with the Existing Credit Agreement.
The commitments under the Debt Commitment Letter are subject to customary limited conditions, and the effectiveness of the Incremental Amendment and the funding of the Acquisition Financing Facility are expected to occur on the closing date of the Acquisition. The proceeds of the Acquisition Financing Facility, together with cash on hand, will be used to pay a portion of the cash consideration payable at the closing of the Acquisition and to pay fees, costs and expenses related to the proposed transactions. The Company may pursue alternative transactions to fund all or a portion of the proposed Acquisition. The consummation of the Acquisition is not conditioned upon receipt of the proceeds from the Acquisition Financing Facility or any replacement financing.
The above description of the terms of the Debt Commitment Letter is a summary and is not complete. A copy of the Debt Commitment Letter will be filed with the Company’s Quarterly Report on Form
10-Q
for the quarterly period ending October 31, 2026, and the above summary is qualified by reference to the terms of the Debt Commitment Letter.
Item 2.03
Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance
Sheet Arrangement of a Registrant.
The disclosure set forth in Item 1.01 of this Current Report on Form
8-K
regarding the Company’s entry into the Debt Commitment Letter is incorporated by reference into this Item 2.03.
Item 7.01
Regulation FD Disclosure.
On October 27, 2026, the Company issued a press release announcing entry into the Acquisition Agreement. A copy of the press release is being furnished as Exhibit 99.1 to this Current Report on Form
8-K.
On October 27, 2026, the Company issued an investor deck announcing entry into the Acquisition Agreement and certain updates relating to the expected impact of the Acquisition. A copy of the investor deck is being furnished as Exhibit 99.2 to this Current Report on Form
8-K.
The Company expects the Acquisition to have no impact on the Company’s first quarter of fiscal year 2027 guidance previously issued on September 3, 2026. The Company will provide guidance for the second quarter of fiscal year 2027 and update full year fiscal 2027 guidance on its next earnings call in December 2026.
The information in this Item 7.01 and Exhibits 99.1 and 99.2 attached hereto is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form
8-K
contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, including, but not limited to, express or implied statements regarding the proposed transaction, the Acquisition Agreement, the expected timing of the closing of the proposed transaction, the ability of the parties to complete the proposed transaction, the expected benefits of the proposed transaction, the funding of the Acquisition, the expected impact of the Acquisition on the Company’s prior guidance and projections, and any assumptions underlying any of the foregoing. Any forward-looking statements contained in this Current Report on Form
8-K
are based upon the Company’s historical performance and its current plans, estimates and expectations, and are not a representation that such plans, estimates or expectations will be achieved. These forward-looking statements represent the Company’s expectations as of the date of this Current Report on Form
8-K,
and involve risks, uncertainties, and assumptions. Actual results may differ materially from those anticipated in the forward-looking statements as a result of numerous factors, many of which are beyond the control of the Company, including the risk that the proposed transaction may not be completed in a timely manner or at all; the potential failure to receive, on a timely basis or otherwise, the required funding for the proposed transaction; that the proposed transaction may involve unexpected costs, liabilities, or delays; the effect of the announcement, pendency or completion of the proposed transaction on each of the Company’s or hyperexponential’s ability to attract, motivate, retain and hire key personnel and maintain relationships with customers, distributors, suppliers, and others with whom the Company or hyperexponential does business, or on the Company’s or hyperexponential’s operating results and business generally; that the proposed transaction may divert management’s attention from each of the Company’s and hyperexponential’s ongoing business operations; the risk that restrictions during the pendency of the proposed transaction may impact the Company or hyperexponential’s ability to pursue certain business opportunities or strategic transactions; the risk of any legal proceedings related to the proposed transaction or otherwise; the risk that the anticipated benefits of the proposed transaction may not be fully realized or may take longer to realize than expected; legislative, regulatory, economic, competitive and technological changes; the effect of the announcement, pendency, or completion of the proposed transaction on the market price of the common stock of the Company; and the risks and uncertainties disclosed in the Company’s reports filed from time to time with the Securities and Exchange Commission, including its most recent Form 10-K and any subsequent filings on Forms
10-K,
10-Q,
or
8-K,
available at www.sec.gov. The Company does not intend to update any forward-looking statement contained in this Current Report on Form
8-K
to reflect events or circumstances arising after the date hereof.
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No.
Description of Exhibits
99.1
Press release dated October 27, 2026
99.2
Investor deck dated October 27, 2026
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
GUIDEWIRE SOFTWARE, INC.
Date: October 27, 2026
By:
/s/ JEFF COOPER
Jeff Cooper
Chief Financial Officer
----- d121813dex991.htm -----
EX-99.1
2
d121813dex991.htm
EX-99.1
EX-99.1
Exhibit 99.1
Guidewire Signs Definitive Agreement to Acquire hyperexponential
Acquisition positions Guidewire to lead the transformation to agentic underwriting, setting a new standard where AI agents assess, price,
and make decisions alongside underwriters and actuaries across commercial and specialty lines
LAS VEGAS – CONNECTIONS CONFERENCE –
Oct. 27, 2026 –
Guidewire (NYSE: GWRE) announced today that it entered into a definitive agreement to acquire Hyperexponential Ltd (“hyperexponential” or “hx”) for a base purchase price of $1.7 billion in cash,
subject to adjustments, and up to an additional $400 million in contingent consideration based on achievement of specified recurring revenue targets. hyperexponential is a London-based agentic platform provider of
AI-native
underwriting and pricing software for commercial lines P&C insurers. hyperexponential is an existing Guidewire PartnerConnect Technology Alliance Partner. hyperexponential brings established
trust and scale in underwriting, having powered underwriting decisions across more than $75 billion in annual commercial P&C premium for leading global insurers, reinsurers, and managing general agents (MGAs). The acquisition is expected to
accelerate ARR and revenue growth while remaining consistent with Guidewire’s long-term margin targets.
The acquisition strengthens
Guidewire’s leadership in P&C technology and sets up the company to define agentic underwriting, a new approach in which AI agents work alongside underwriters and actuaries to assess risk, price it, and make decisions, from the most
complex specialty risks to high-volume commercial business. Insurers will be able to respond to more submissions, faster, with pricing and risk decisions that consistently reflect their best underwriting judgment. This will enable insurers to write
more profitable business, grow into new lines with confidence, and free underwriting teams to focus on the risks where their expertise matters most.
“We’re delighted to welcome Amrit Santhirasenan and the team at hyperexponential to Guidewire. There isn’t another company in the world
whose passion for insurance, technical ambition, and vision for the potential of AI in insurance align so closely with our own,” said Mike Rosenbaum, chief executive officer, Guidewire. “Insurance is a distinctly complex industry, where
the quality of risk decisions has an immense impact on business outcomes. Guidewire and hyperexponential are uniquely positioned to deliver industry-specific AI solutions that will transform commercial underwriting. Together we will bring greater
and more scalable intelligence to the insurance decisions that will help underwrite the risks of tomorrow.”
“We founded hyperexponential on
the conviction that underwriting judgment is the highest-leverage work insurers do,” said Amrit Santhirasenan, CEO and
co-founder,
hyperexponential. “Guidewire is the most trusted name in P&C
insurance technology, with deep expertise in managing and safeguarding the policy and risk information insurers rely on throughout the insurance lifecycle. Together, we’ll bring insight from submission to bind and from the individual risk to
the entire portfolio. With hx and Guidewire, insurers will be able to respond to submissions faster and, more importantly, improve loss ratios and allocate capital more effectively.”
Underwriting speed and accuracy remain vital to pricing risk appropriately and maintaining portfolio resilience as P&C insurers face changing
environmental, market, and regulatory conditions.
AI-driven
reductions in
time-to-quote,
among other factors, are having a
significant effect on P&C insurer revenue, according to the Celent report “AI Trends Across the Insurance Value Chain: P&C Edition - North America.” Celent notes that “...one industry consulting firm working with US and UK
commercial P&C insurers found AI can improve underwriting efficiency significantly in complex lines and reduce loss ratios by percentage points by making use of previously unstructured data like telematics, satellite imagery, and loss
history.”
hyperexponential has established a leading position in
AI-native
underwriting and pricing, with a particularly strong presence among commercial and specialty insurers in the United Kingdom. The transaction is expected to contribute at least 650 basis points to Guidewire’s fiscal year 2027 ARR growth on an
inorganic basis and then, starting in fiscal year 2028, at least 150 basis points to Guidewire’s durable organic ARR growth, further strengthening the company’s long-term growth profile.
Transaction Details
Guidewire expects to fund the
transaction through $1.0 billion in new term loan financing and existing cash on hand. Guidewire has secured a binding debt commitment for the loan from Bank of America, N.A. and Citibank, N.A. The acquisition is expected to close in the second
quarter of Guidewire’s fiscal year 2027. This acquisition is expected to have no impact on Guidewire’s first quarter of fiscal year 2027 guidance previously issued on September 3, 2026. Guidewire will provide guidance for the second
quarter of fiscal year 2027 and update full year fiscal 2027 guidance on its next earnings call in December 2026.
Advisors
Centerview Partners is serving as exclusive financial advisor to Guidewire, and Latham & Watkins LLP is serving as legal counsel to Guidewire.
J.P. Morgan is serving as exclusive financial advisor to hyperexponential, and Wilson Sonsini Goodrich & Rosati (UK) LLP is serving as legal counsel
to hyperexponential.
Conference Call and Webcast Information
Guidewire will host a business update call today, October 27, 2026, at 8:30 a.m. EDT (5:30 a.m. PDT) to discuss the proposed acquisition of
hyperexponential. The call is scheduled to last approximately 30 minutes. A live webcast of the call will be available on the Investor Relations section of Guidewire’s website at ir.guidewire.com and at
https://edge.media-server.com/mmc/p/vhegseej. Analysts and investors who wish to participate in the live Q&A session by telephone must register in advance at
https://register-conf.media-server.com/register/BIc8924c2bb06b4042a034ea7da33d306d
. Upon registering, participants will receive
dial-in
information and a unique PIN, along with an email confirmation.
Participants may then join by dialing the number provided or by selecting the “Call Me” option, which delivers an immediate callback from a U.S. number. A replay of the webcast will be available on Guidewire’s Investor Relations
website shortly after the call concludes.
Participants are encouraged to register at least 10 minutes before the call. A supplemental presentation
accompanying the discussion is available with this press release and on the Investor Relations section of Guidewire’s website at ir.guidewire.com.
About Guidewire Software
Guidewire is the platform P&C insurers trust to engage, innovate, and grow efficiently. More than 570 insurers in 44 countries, from new ventures to the
largest and most complex in the world, rely on Guidewire products. With core systems leveraging data and analytics, digital, and artificial intelligence, Guidewire defines cloud platform excellence for P&C insurers.
We are proud of our unparalleled implementation record, with 1,700+ successful projects supported by the industry’s largest R&D team and consulting
partner ecosystem. Our marketplace represents the largest partner community in P&C, where customers can access hundreds of applications to accelerate integration, localization, and innovation.
For more information, please visit www.guidewire.com and follow us on X and LinkedIn.
About hyperexponential
hyperexponential is the agentic
platform for commercial P&C insurance underwriting. The platform amplifies underwriting judgment across submission triage, risk assessment, pricing, rating, and portfolio steering, helping carriers write more business at a better loss ratio. hx
is trusted by leading global insurers for underwriting decisions across more than $75 billion in annual commercial P&C premium. Customers include Aviva, Allianz, Sompo, Beazley, Markel, HDI, Cincinnati Financial, Convex, and Bowhead. Learn
more at hyperexponential.com.
Forward-Looking Statements
This press release includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities
Litigation Reform Act of 1995, including but not limited to, statements regarding the proposed transaction, the definitive agreement, the expected timing of the closing of the proposed transaction, the ability of the parties to complete the proposed
transaction, the expected benefits of the proposed transaction, the expected funding of the proposed transaction, the expected impact to Guidewire’s revenue for the first quarter of fiscal year 2027 and ARR growth for fiscal year 2027 and
2028, and any assumptions underlying any of the foregoing. Words such as “expect,” “anticipate,” “should,” “believe,” “hope,” “target,” “project,”
“goals,” “estimate,” “potential,” “predict,” “may,” “will,” “might,” “could,” “intend,” variations of these terms or the negative of these
terms and similar expressions are intended to identify these forward-looking statements. Forward-looking statements represent Guidewire’s current expectations regarding future events and are subject to known and unknown risks and uncertainties
that could cause actual results to differ materially from those implied by the forward-looking statements. Among those risks and uncertainties are the risk that the proposed transaction may not be completed in a timely manner or at all; the
potential failure to receive, on a timely basis or otherwise, the required funding for the proposed transaction; the potential failure to consummate the transaction; that the proposed transaction may involve unexpected costs, liabilities, or delays;
and risks relating to Guidewire’s business, including those described in Guidewire’s most recent Forms
10-K
and
10-Q
filed with the Securities and Exchange
Commission (the “SEC”) as well as other documents that may be filed by Guidewire from time to time with the SEC. Guidewire may not consummate the proposed transaction described in this press release and, if the proposed transaction is
consummated, cannot provide any assurances regarding the final terms of the transaction or the expected benefits of the proposed transaction. The forward-looking statements included in this press release speak only as of the date of this press
release, and Guidewire does not undertake to update the statements included in this press release for subsequent developments, except as may be required by law.
MEDIA CONTACT:
Kristen Sharkey, Sr. Director, Communications
Guidewire
Software, Inc.
+1.203.644.4899
ksharkey@guidewire.com
INVESTOR CONTACT:
Alex Hughes, VP, Investor Relations
Guidewire Software, Inc.
+1.650.356.4921
ir@guidewire.com
----- d121813dex992.htm -----
EX-99.2
3
d121813dex992.htm
EX-99.2
EX-99.2
Exhibit 99.2 + Guidewire announces agreement to acquire hyperexponential
October 27, 2026
Safe Harbor This presentation includes “forward-looking
statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, including but not limited to, statements regarding the proposed transaction with hyperexponential (the
“proposed transaction”), the expected timing of the closing of the proposed transaction, the ability of the parties to complete the proposed transaction, the expected benefits of the proposed transaction, the expected impact to
Guidewire’s ARR growth for fiscal year 2027, and any assumptions underlying any of the foregoing. Words such as “expect,” “anticipate,” “should,” “believe,” “hope,”
“target,” “project,” “goals,” “estimate,” “potential,” “predict,” “may,” “will,” “might,” “could,” “intend,”
variations of these terms or the negative of these terms and similar expressions are intended to identify these forward-looking statements. Forward-looking statements represent Guidewire’s current expectations regarding future events and are
subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those implied by the forward-looking statements. Among those risks and uncertainties are the risk that the proposed transaction may
not be completed in a timely manner or at all; the potential failure to receive, on a timely basis or otherwise, the required funding for the proposed transaction; the potential failure to consummate the proposed transaction; that the proposed
transaction may involve unexpected costs, liabilities, or delays; and risks relating to Guidewire’s business, including those described in Guidewire’s most recent Forms 10-K and 10-Q filed with the Securities and Exchange Commission (the
“SEC”) as well as other documents that may be filed by Guidewire from time to time with the SEC. Guidewire may not consummate the proposed transaction described in this presentation and, if the proposed transaction is consummated, cannot
provide any assurances regarding the expected benefits of the transaction. The forward-looking statements included in this presentation speak only as of the date of this presentation, and Guidewire does not undertake to update the statements
included in this presentation for subsequent developments, except as may be required by law.
Guidewire + hyperexponential WHO IS HX Guidewire brings hx brings System
of record and transaction backbone Decision infrastructure for underwriting work hyperexponential (hx) is an agentic pricing and underwriting Policy administration Underwriting workflows platform for commercial and specialty insurance. Insurers,
Billing and claims systems Pricing and rating engine reinsurers, and MGAs, from Lloyd’s to US commercial lines, Pricing and rating solutions Underwriting decisioning use hx to build pricing models, assess complex risk, Insurance data and
hyperoperator and and optimize their portfolios. workflow infrastructure agentic automation Expanded portfolio and Scaled P&C customer base European and London Market reach WHY IT MATTERS This combination will accelerate Complementary strengths
across commercial risk Better together the insurance industry's transformation to Agentic Combining Guidewire’s core systems and customer reach with hx’s pricing and underwriting expertise creates a complete insurance life cycle for
commercial lines insurance. Underwriting by delivering the agentic technology platform Select the Steer the Price with Act at scale with to support every commercial right risks portfolio precision confidence line segment and risk.
Agentic Underwriting creates a large growth opportunity for Guidewire
ADDRESSABLE INSURANCE IMPERATIVE GUIDEWIRE GROWTH DRIVER MARKET SIZE Legacy tech decay & Security Core system sales ~$30B Consumer expectations (Claims, Policy, Billing, Pricing/Rating, 1% of DWP Tech driven business agility Underwriting, Data
& Analytics) Indemnity control Agentic Claims ~$30B Consumer experience expectations Agentic systems & traditional ML 1% of DWP Operating efficiency applied to Claims workflows Underwriting profitability Agentic Underwriting ~$30B
Operating efficiency Agentic systems & traditional ML 1% of DWP Competitiveness applied to Underwriting workflows
Guidewire + hx will transform commercial lines underwriting MARKET SHIFT
VALUE CREATION COMPETITIVE POSITION Commercial lines Agentic underwriting Guidewire + underwriting will creates value across hyperexponential is best transform with AI multiple layers positioned to win AI improves industry ROE through three levers
From submission to bound policy Complementary strengths, one platform • Full coverage across underwriting, • Better understanding • Risk Selection and Pricing rating and policy admin of pricing and risk • Submission ingestion
• Covers commercial insurers needs • Less friction in distribution • Triage and prioritization worldwide • Improved rate adequacy • Underwriting efficiency • Adds world-class team of ~300 and portfolio
analytics • Portfolio intelligence & profitability
Transaction overview: hyperexponential acquisition • Cash
consideration of ~$1.7B, inclusive of employee retention pool, plus a contingent earnout of up to $400M payable based on post-close performance Transaction details Anticipated closing Expected financial impact • Initial financing of $1.0B Term
Loan A; remainder funded with cash on balance sheet Transaction details • Term Loan A structure provides flexibility and Guidewire will evaluate the optimal long-term • Cash consideration of ~$1.7B, • Closing expected in Q2 FY27
• Adds 650+ bps to expected capital structure options inclusive of employee retention (Guidewire fiscal quarter ending FY27 ARR growth (inorganic) pool, plus a contingent earnout January 31, 2027) • Supports acceleration of of up to
$400M payable based • Closing is not subject to organic ARR growth rate by on post-close performance • Closing expected in Q2 FY27 (Guidewire fiscal quarter ending January 31, 2027) financing condition at least 150 bps after FY27
Anticipated closing • Initial financing of $1.0B Term • Closing is not subject to financing condition • No impact to Q1 guidance; Loan A; remainder funded FY27 guidance will be updated with cash on balance sheet on the Q1 earnings
call • Term Loan A structure provides flexibility and Guidewire will • Adds 650+ bps to expected FY27 ARR growth (inorganic) evaluate the optimal long-term Expected financial • Supports acceleration of organic ARR growth rate by
over 100 bps after FY27 capital structure options impact • No impact to Q1 guidance; FY27 guidance will be updated on the Q1 earnings call
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