Every material Form 8-K Guidewire Software has filed with the SEC since June 14, 2024, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Guidewire agreed on October 27, 2026 to acquire Hyperexponential Ltd, a London-based AI underwriting software provider, for a base cash price of $1.7 billion, subject to adjustments, plus up to $400 million in contingent payments tied to recurring revenue targets. The company plans to fund the deal with a $1.0 billion term loan from Bank of America and Citibank and cash on hand, and says the deal will not affect its first quarter fiscal 2027 guidance.
Base purchase price of $1.7 billion in cash, subject to adjustments, plus up to $400 million in contingent consideration based on specified recurring revenue targets
Funding: $1.0 billion senior secured term loan A commitment from Bank of America, N.A. and Citibank, N.A., maturing December 2, 2029, plus existing cash on hand
Expected to close in the second quarter of fiscal 2027; the company says the acquisition will add at least 650 basis points to fiscal 2027 ARR growth on an inorganic basis
No impact on first quarter fiscal 2027 guidance; second quarter guidance and updated full year guidance to come on the December 2026 earnings call
Guidewire reported fourth-quarter and fiscal 2026 results for the year ended July 31, 2026, with fiscal-year revenue up 23% to $1,475.4 million and fourth-quarter GAAP net income down to $31.4 million from $52.0 million. The company also said Chief Accounting Officer David Peterson will retire effective November 4, 2026, and that CFO Jeff Cooper is expected to take over the principal accounting officer duties, subject to board appointment.
Fiscal 2026 GAAP diluted EPS was $1.63, up from $0.81; fourth-quarter GAAP diluted EPS was $0.38, down from $0.60.
Fourth-quarter total revenue was $411.1 million, up 15%; fourth-quarter GAAP net income was hurt by a $24.0 million foreign currency loss.
Outlook for fiscal 2027 total revenue is $1,707 million to $1,727 million.
Peterson's retirement takes effect November 4, 2026; he is not leaving over any disagreement with the company.
Guidewire's board appointed Alexander Vollert, a former chief operating officer of AXA SA, as a director effective August 1, 2026. The filing also discloses that Guidewire recognized revenue from AXA SA and its affiliates in fiscal 2025 and in the nine months ended April 30, 2026, which is relevant because Dr. Vollert was an AXA executive until December 2025.
Board appointment made July 17, 2026, effective August 1, 2026; initial term runs through the 2026 annual meeting, subject to re-election.
Dr. Vollert was chief operating officer of AXA SA from December 2021 to December 2025 and CEO of AXA Germany from September 2016 to November 2021.
Guidewire recognized about $13.4 million in revenue from AXA SA and affiliates for the nine months ended April 30, 2026, and about $11.3 million in fiscal 2025 (year ended July 31, 2025).
Guidewire reported unaudited results for the fiscal third quarter ended April 30, 2026, with total revenue up 27% to $372.5 million and ARR up 19%. GAAP net income fell to $16.5 million from $46.0 million, which the company tied to a $20.1 million foreign currency loss, but the company raised its fiscal 2026 revenue, operating income, and operating cash flow outlook.
Total revenue was $372.5 million, up 27% from $293.5 million a year earlier; subscription and support revenue rose 35% to $244.7 million.
GAAP diluted EPS was $0.19 versus $0.54; non-GAAP diluted EPS was $0.82 versus $0.55.
Fiscal 2026 total revenue outlook is now $1,460 million to $1,470 million, and operating cash flow is expected at $365 million to $380 million.
The company repurchased 1,696,180 shares at an average price of $147.07 in the quarter, with $240.5 million left under a $500 million program.
Guidewire reported unaudited results for the fiscal second quarter ended January 31, 2026, with total revenue of $359.1 million, up 24% from a year earlier, and GAAP net income of $60.1 million, compared with a net loss of $37.3 million a year earlier. The company raised its fiscal 2026 outlook across the board, including total revenue of $1,438 million to $1,448 million.
Q2 GAAP diluted earnings per share were $0.70, versus a loss of $0.45 a year earlier; non-GAAP diluted EPS was $1.17, versus $0.51.
Subscription and support revenue rose 33% to $237.2 million, while license revenue fell 7% to $59.5 million.
Annual recurring revenue was $1,121 million at January 31, 2026, up from $1,041 million at July 31, 2025.
Fiscal 2026 updated outlook: total revenue of $1,438 million to $1,448 million and GAAP operating income of $100 million to $110 million.
Guidewire reported unaudited results for the fiscal first quarter ended October 31, 2025, with total revenue of $332.6 million, up 27% from a year earlier, and GAAP net income of $31.3 million, or $0.36 per diluted share, compared with $9.1 million, or $0.11, a year earlier. The company updated its fiscal 2026 outlook, with total revenue now expected between $1,403 million and $1,419 million, and reported operating cash flow of negative $67.4 million for the quarter.
Total revenue was $332.6 million, up 27%; subscription and support revenue was $222.2 million, up 31%.
GAAP net income was $31.3 million ($0.36 per diluted share), versus $9.1 million ($0.11) a year earlier.
Fiscal 2026 outlook: total revenue of $1,403 million to $1,419 million and ending ARR of $1,220 million to $1,230 million.
Operating cash flow was negative $67.4 million for the quarter, compared with negative $62.3 million a year earlier.
Guidewire reported unaudited results for the fourth quarter and fiscal year ended July 31, 2025. Quarterly revenue rose 22% and GAAP net income more than tripled from the prior-year quarter, while the company also issued fiscal 2026 revenue guidance of $1,385 million to $1,405 million.
Q4 total revenue was $356.6 million, up 22% from $291.5 million a year earlier
Q4 GAAP net income was $52.0 million, or $0.60 per diluted share, versus $16.8 million, or $0.20, a year earlier
Fiscal 2025 total revenue was $1,202.5 million, up 23%, and GAAP net income was $69.8 million versus a $6.1 million loss in fiscal 2024
Fiscal 2026 outlook: total revenue of $1,385 million to $1,405 million and ending ARR of $1,210 million to $1,220 million
Guidewire Software's board appointed Chief Accounting Officer David Peterson as the company's principal accounting officer, effective July 24, 2025. The filing states no new compensation arrangements were set for him in connection with the role, and his existing pay terms continue.
Effective July 24, 2025, David Peterson, 64, was named principal accounting officer; he has been Chief Accounting Officer since May 2020.
His current annual base salary is $310,000, with a target annual cash bonus of 50% of base salary.
No new compensation arrangements were established in connection with the appointment.
Peterson was previously Corporate Controller from July 2018 to May 2020.
Guidewire reported unaudited results for the fiscal third quarter ended April 30, 2025, with total revenue of $293.5 million, up 22% from a year earlier, and GAAP net income of $46.0 million, compared with a net loss of $5.5 million a year earlier. The company raised its fiscal 2025 revenue, operating income and operating cash flow targets, citing strong third-quarter execution.
Q3 total revenue was $293.5 million, up 22%; subscription and support revenue rose 32% to $181.8 million.
GAAP net income was $46.0 million, or $0.54 per diluted share, versus a net loss of $0.07 per share a year earlier.
Annual recurring revenue was $960 million as of April 30, 2025, compared with $864 million at July 31, 2024.
Updated fiscal 2025 outlook includes total revenue of $1,178 million to $1,186 million and operating cash flow of $255 million to $275 million.
Guidewire reported fiscal second-quarter 2025 revenue of $289.5 million, up 20% from a year earlier, and raised its full-year 2025 outlook. GAAP results swung to a net loss of $37.3 million, mainly due to a $53.3 million charge on retiring convertible notes, compared with net income of $9.7 million a year earlier.
Total revenue was $289.5 million, up 20%; subscription and support revenue rose 35% to $177.8 million, while license revenue fell 10% to $63.7 million.
GAAP net loss was $37.3 million, or $0.45 per share, versus net income of $9.7 million, or $0.12 per share, a year earlier.
Non-GAAP net income per share was $0.51, up from $0.46 a year earlier.
Updated fiscal 2025 outlook: total revenue of $1,164 million to $1,174 million and non-GAAP operating income of $175 million to $185 million.
Guidewire Software's board appointed Jeff Sloan as a director effective January 21, 2025, and the company announced the appointment on January 27, 2025. Sloan is a former chief executive of Global Payments Inc. and has served on the board of Corpay since 2013, and his initial term runs through the 2025 annual meeting of stockholders, subject to re-election.
Appointed effective January 21, 2025; initial term runs through the Company's 2025 annual meeting of stockholders, subject to re-election
Served as chief executive officer of Global Payments Inc. through June 2023 and as its president from 2010 to 2013
Has served on the board of Corpay (NYSE: CPAY) since 2013
Will receive the Company's standard non-employee director compensation and director indemnification agreement; the filing gives no dollar amounts
Guidewire reported unaudited results for the quarter ended October 31, 2024, with total revenue of $262.9 million, up 27% from a year earlier, and GAAP net income of $9.1 million, or $0.11 per diluted share, compared with a net loss of $27.1 million a year earlier. The company also entered a $300.0 million senior secured revolving credit facility on December 2, 2024, with no amounts drawn as of December 5, and issued an updated fiscal 2025 outlook that includes total revenue of $1,155 million to $1,167 million.
Total revenue was $262.9 million for the quarter, up 27%; subscription and support revenue was $169.7 million, up 33%.
GAAP income from operations was a loss of $4.7 million, compared with a loss of $33.8 million a year earlier; GAAP net income was $9.1 million.
Revolving credit facility of $300.0 million with Bank of America, N.A. as administrative agent, dated December 2, 2024, maturing December 2, 2029; no amounts drawn as of December 5, 2024.
Updated fiscal 2025 outlook: total revenue of $1,155 million to $1,167 million and operating cash flow of $220 million to $250 million.
Guidewire Software issued $690 million of 1.25% convertible senior notes due November 1, 2029 on October 18, 2024, including $90 million from the initial purchasers' option. The company used part of the proceeds to buy the cost of capped call transactions and to retire about $120.9 million of its 1.25% convertible notes due March 2025, which the press release said could affect the stock price around the pricing. Shareholders face potential dilution from conversions, which the capped calls are intended to reduce up to a cap price of about $329.33 per share.
Notes: $690 million principal, 1.25% annual interest, maturing November 1, 2029, issued October 18, 2024
Initial conversion price about $244.65 per share, a premium of about 30% over the $188.19 close on October 15, 2024
Capped call transactions cost about $58.8 million, with a cap price of about $329.33 per share
About $200.5 million of net proceeds was earmarked to retire about $120.9 million of 2025 notes
Guidewire Software appointed Mark V. Anquillare as a director effective September 23, 2024, and announced the appointment in a press release on September 25, 2024. Anquillare previously served as president and chief operating officer of Verisk Analytics through January 2023 and as Verisk's chief financial officer from 2007 to 2016, and the filing says he will receive the company's standard non-employee director compensation.
Appointed to the board effective September 23, 2024; initial term runs through the 2024 annual meeting of stockholders, subject to re-election
Former president and chief operating officer of Verisk Analytics through January 2023; Verisk's chief financial officer from 2007 to 2016
Currently serves on the board of TruBridge, Inc. (NASDAQ: TBRG), a board seat held since 2023
Filing states no arrangements with other persons for the appointment and no related-party transactions requiring disclosure
Guidewire reported unaudited results for the fourth quarter and fiscal year ended July 31, 2024. Fiscal 2024 total revenue rose 8% to $980.5 million, and the GAAP net loss narrowed to $6.1 million from $111.9 million, while fourth-quarter GAAP net income was $16.8 million, up from $12.2 million, though non-GAAP net income for the quarter fell to $54.0 million from $62.8 million.
Fiscal 2024 total revenue was $980.5 million, up 8%; GAAP net loss was $6.1 million, compared with $111.9 million in fiscal 2023.
Fourth-quarter revenue was $291.5 million, up 8%; GAAP net income was $16.8 million, or $0.20 per diluted share, compared with $12.2 million, or $0.15.
Fourth-quarter non-GAAP net income was $54.0 million, compared with $62.8 million a year earlier.
Guidance for fiscal 2025 calls for total revenue of $1,135 million to $1,149 million and ARR of $995 million to $1,005 million.
Guidewire co-founder Marcus Ryu informed the company on June 11, 2024 that he does not intend to stand for re-election to its board at the 2024 annual meeting of stockholders. The board thanked him for his service as co-founder, CEO, and director. The filing names no successor and does not describe a change to any executive role, so the direct effect on shareholders appears limited to board composition.
Marcus Ryu notified the company of his decision on June 11, 2024.
He will not stand for re-election to the board at the 2024 annual meeting of stockholders.
The board thanked Ryu for his service as co-founder, CEO, and director.
The 8-K was signed by CFO Jeff Cooper and dated June 14, 2024.
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