Guidewire CAO plans $275K Rule 144 stock sale

Guidewire’s Chief Accounting Officer filed a Rule 144 notice to sell shares mainly to cover tax withholding from upcoming RSU and PSU vesting.

Rhea-AI Filing Summary

Guidewire Software, Inc. (GWRE) executive David Franklin Peterson, the Chief Accounting Officer, has filed a notice under Rule 144 to permit the sale of up to 1,905 shares of Guidewire common stock through Morgan Stanley Smith Barney LLC, with proposed sales on or after September 17, 2026 on the NYSE. The shares relate to vesting events on September 15, 2026 for various RSU and PSU grants from 2022–2025 and, according to the filer, the amounts listed for sale represent automatic sell-to-cover transactions to satisfy tax withholding obligations under Guidewire’s Amended and Restated 2020 Stock Plan. The notice also reports that Peterson sold 2,500 shares of common stock during the past three months for $500,000.

Key Figures

Shares to be sold under Rule 144: 1,905 shares Aggregate market value of shares to be sold: $275,218.70 Shares outstanding: 81,992,669 shares +4 more

7 metrics

Shares to be sold under Rule 144 1,905 shares Planned Guidewire common stock sales through Morgan Stanley Smith Barney LLC

Aggregate market value of shares to be sold $275,218.70 Value for 1,905 Guidewire common shares covered by the notice

Shares outstanding 81,992,669 shares Guidewire common shares outstanding as referenced in the Form 144

Recent shares sold 2,500 shares Guidewire common stock sold on August 27, 2026

Value of recent sale $500,000 Total consideration for 2,500 shares sold on August 27, 2026

Date of RSU/PSU vesting September 15, 2026 Vesting date for grants that give rise to the sell-to-cover transactions

Date of notice September 17, 2026 Date David Franklin Peterson signed and filed the Rule 144 notice

Key Terms

Rule 144, sell-to-cover, RSU, PSU, +1 more

5 terms

Rule 144 regulatory

"See the definition of "person" in paragraph (a) of Rule 144."

Rule 144 is a U.S. securities regulation that sets conditions under which restricted or insider-held shares can be legally resold to the public, such as required holding periods, availability of public information, limits on how much can be sold at once, and certain filing requirements. For investors it matters because it determines when previously locked-up shares can enter the market — like a release valve that can increase supply, affect share price, and signal insider intent.

sell-to-cover financial

"reflect automatic sell-to-cover transactions to satisfy tax withholding obligations"

Sell-to-cover is when part of newly issued or exercised company stock is immediately sold to pay required taxes and fees, so the recipient keeps the remaining shares. For investors this matters because it reduces the number of shares insiders or employees actually hold after a grant, can create small, routine share sales that aren’t signal of cashing out, and slightly increases share supply on the market—like selling a portion of a paycheck to cover the tax bill.

RSU financial

"Vesting of RSU (Grant Date: 09/15/2022)"

Restricted stock units (RSUs) are a form of company shares given to employees as part of their compensation, usually with certain restrictions or conditions, such as remaining with the company for a set period. When these restrictions lift, employees receive actual shares that they can sell or hold. For investors, RSUs can impact a company's stock supply and reflect the company's commitment to attracting and retaining talent.

PSU financial

"Vesting of PSU (Grant Date: 09/13/2023)"

A PSU is a company where the government owns a controlling stake and often plays a direct role in its management and strategy. Think of it like a business that operates with public oversight, similar to a town-run utility versus a private neighborhood service. Investors watch PSUs differently because government involvement can affect profits, dividend policies, regulatory treatment and stability, so these stocks may behave more like policy instruments than pure market-driven enterprises.

Amended and Restated 2020 Stock Plan financial

"under the Issuer's Amended and Restated 2020 Stock Plan"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What does the Form 144 filing for GWRE by David Franklin Peterson disclose?

It discloses that Chief Accounting Officer David Franklin Peterson may sell up to 1,905 shares of Guidewire common stock under Rule 144, primarily in connection with upcoming RSU and PSU vesting events and related tax withholding obligations under the company’s Amended and Restated 2020 Stock Plan.

How many GWRE shares are planned to be sold under this Form 144?

The notice states that up to 1,905 shares of Guidewire common stock may be sold through Morgan Stanley Smith Barney LLC, with proposed sales on or after September 17, 2026 on the NYSE.

What is the market value of the GWRE shares covered by this Form 144?

The filing lists an aggregate market value of approximately $275,218.70 for the 1,905 shares of Guidewire common stock that may be sold under this Rule 144 notice.

What is the source of the GWRE shares in David Franklin Peterson’s Form 144?

The shares come from the vesting of RSUs and PSUs granted between 2022 and 2025, vesting on September 15, 2026. The filer states the sales are automatic sell-to-cover transactions to satisfy tax withholding obligations.

What prior GWRE share sales by David Franklin Peterson are reported?

The notice reports that on August 27, 2026, David Franklin Peterson sold 2,500 shares of Guidewire common stock for total consideration of $500,000 within the three months preceding this Form 144 filing.

How many GWRE shares are outstanding as referenced in this Form 144?

The Form 144 references 81,992,669 shares of Guidewire common stock outstanding, providing context for the planned sale of 1,905 shares under Rule 144.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/17/2026 - 06:50 PM Accepted by SEC EDGAR 09/17/2026 - 06:50 PM Learn about SEC filing dates

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK	0001496152
Filer CCC	XXXXXXXX
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer	Guidewire Software, Inc.
SEC File Number	001-35394
Address of Issuer	970 Park Pl, Suite 200 San Mateo CALIFORNIA 94403
Phone	650357-9100
Name of Person for Whose Account the Securities are To Be Sold	David Franklin Peterson
See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.
Relationship to Issuer	Chief Accounting Officer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common Stock	Morgan Stanley Smith Barney LLC Executive Financial Services 1 New York Plaza 38th Floor New York NY 10004	1905	275218.7	81992669	09/17/2026	NYSE

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common	09/15/2026	Vesting of RSU (Grant Date: 09/15/2022)	Issuer			259	09/15/2026	N/A (acquired as compensation)
Common	09/15/2026	Vesting of PSU (Grant Date: 09/13/2023)	Issuer			4351	09/15/2026	N/A (acquired as compensation)
Common	09/15/2026	Vesting of RSU (Grant Date: 09/13/2023)	Issuer			200	09/15/2026	N/A (acquired as compensation)
Common	09/15/2026	Vesting of RSU (Grant Date: 09/11/2024)	Issuer			145	09/15/2026	N/A (acquired as compensation)
Common	09/15/2026	Vesting of RSU (Grant Date: 09/11/2025)	Issuer			52	09/15/2026	N/A (acquired as compensation)

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
David Franklin Peterson c/o Guidewire Software, Inc. 970 Park Pl, Suite 200 San Mateo CA 94403	Common Stock	08/27/2026	2500	500000

144: Remarks and Signature

Remarks	The amounts listed under 'Number of Shares to be Sold' reflect automatic sell-to-cover transactions to satisfy tax withholding obligations under the Issuer's Amended and Restated 2020 Stock Plan, representing a portion of the full RSU and PSU vests on September 15, 2026.
Date of Notice	09/17/2026
ATTENTION:
The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.
Signature	/s/ David Franklin Peterson
ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)