Guidewire Software, Inc. filed a current report on Form 8-K on October 27, 2026, disclosing that it entered into an agreement to acquire Hyperexponential Ltd for a base purchase price of $1.7 billion in cash, with up to $400.0 million in additional contingent consideration tied to recurring revenue targets.

Key Highlights

  • Base purchase price: $1.7 billion in cash, subject to adjustments for working capital, cash, indebtedness, and certain retention amounts, according to the filing.
  • Contingent consideration: Up to $400.0 million in additional payments based on achievement of specified recurring revenue targets following the closing.
  • Expected closing: The acquisition is expected to close in the second quarter of the company's fiscal year 2027 and, according to the filing, "is not subject to any conditions to closing."
  • Debt financing: Bank of America, N.A. and Citibank, N.A. have committed to provide a $1.0 billion senior secured incremental term loan A facility to help fund the acquisition.
  • Loan maturity and amortization: The Acquisition Financing Facility carries a maturity date of December 2, 2029, with quarterly amortization equal to 5.0% per annum of the initial principal amount, commencing with the fifth full fiscal quarter after closing.
  • Guidance impact: The company disclosed it expects the acquisition to have no impact on its first quarter of fiscal year 2027 guidance previously issued on September 3, 2026.

Guidewire Agrees to Buy Hyperexponential in All-Cash Deal

Guidewire Software, Inc. (NYSE:GWRE), headquartered in San Mateo, California, disclosed on October 27, 2026, that it signed an agreement to acquire all of the issued share capital of Hyperexponential Ltd from its shareholders. According to the filing, the base purchase price is $1.7 billion in cash, subject to adjustments including for working capital, cash, indebtedness, and certain retention amounts. The company also agreed to pay up to $400.0 million in additional contingent consideration based on the achievement of specified recurring revenue targets following the closing.

To finance a portion of the acquisition, the filing disclosed that Guidewire entered into a commitment letter with Bank of America, N.A. and Citibank, N.A. on October 27, 2026. The two institutions committed to provide a $1.0 billion senior secured incremental term loan A facility to be established under the company's existing credit agreement dated December 2, 2024. The facility's interest rate will be based on a pricing grid linked to the company's consolidated leverage ratio, with rates set at either the term secured overnight financing rate plus a margin ranging from 1.00% to 2.00%, or a base rate plus a margin ranging from 0.00% to 1.00%, across five pricing increments. The facility matures on December 2, 2029.

The filing noted that the consummation of the acquisition "is not conditioned upon receipt of the proceeds from the Acquisition Financing Facility or any replacement financing," and that the company may pursue alternative transactions to fund all or a portion of the deal. Guidewire stated it expects to 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 filing contains forward-looking statements that, as the company noted, are "subject to risks, uncertainties, and assumptions," and actual results may differ materially.

What Was Disclosed

Guidewire Software filed an 8-K on October 27, 2026, reporting its agreement to acquire Hyperexponential Ltd for $1.7 billion in cash plus up to $400.0 million in contingent payments, alongside a $1.0 billion committed debt financing facility from Bank of America and Citibank.