[144] GUIDEWIRE SOFTWARE, INC. SEC Filing

Rhea-AI Filing Summary

Form 144 notice for GWRE (Guidewire Software, Inc.): This filing reports a proposed sale of 799 common shares through Morgan Stanley Smith Barney LLC on the NYSE, with an aggregate market value of $169,076.39 and approximately 84,195,223 shares outstanding. The filer acquired the shares as restricted stock and performance shares in 2021 and 2024: 158 restricted shares on 06/15/2021, 420 restricted shares on 03/15/2024, and 221 performance shares on 06/15/2021. The notice also discloses recent sales by the same person: five sales on 07/14/2025 and 06/17/2025 totaling 3,712 shares for gross proceeds shown per sale (largest single sale listed: 1,683 shares for $371,353.95). The filer certifies no undisclosed material adverse information and includes standard Rule 144 representations.

Positive

• Full disclosure of broker, share counts, acquisition dates, and recent sales consistent with Rule 144 requirements
• Securities originated from issuer awards (restricted stock and performance shares), indicating compensation-related holdings rather than undisclosed purchases

Negative

• None.

Insights

Securities Analyst

TL;DR: Insider intends to sell a small block (799 shares) and recently sold 3,712 shares; disclosure is routine under Rule 144.

This Form 144 records a proposed block sale of 799 common shares via Morgan Stanley Smith Barney with an indicated market value of $169,076.39 against ~84.2 million shares outstanding, representing an immaterial fraction of outstanding equity. Acquisition records show the shares originated from restricted stock and performance awards in 2021 and 2024, indicating insider holdings from compensation awards rather than open-market purchases. The filing also lists five recent completed sales by the same person totaling 3,712 shares with gross proceeds per transaction reported. From a securities compliance perspective, the document appears to meet Rule 144 disclosure requirements by identifying broker, share counts, acquisition dates, and recent sales.

Corporate Governance Expert

TL;DR: Disclosure is procedural; the amounts disclosed are small relative to outstanding shares and present no immediate governance red flags.

The filing shows sales of compensation-related equity awards and recent dispositions by the same individual. All acquisitions are listed as issued by the issuer (restricted stock and performance shares), and payments are noted as not applicable, consistent with grant vesting. The filer’s signed representation that no material non-public information exists is standard. No executive departures, material transactions affecting control, or other governance events are disclosed in the filing.

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

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

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

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	Morgan Stanley Smith Barney LLC Executive Financial Services 1 New York Plaza 8th Floor New York NY 10004	799	169076.39	84195223	08/18/2025	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	06/15/2021	Restricted Stock	ISSUER			158	06/15/2021	Not Applicable
Common	03/15/2024	Restricted Stock	ISSUER			420	03/15/2024	Not Applicable
Common	06/15/2021	Performance Shares	ISSUER			221	06/15/2021	Not Applicable

* 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
JAMES W KING 970 Park Place, Suite 200 San Mateo CA 94403	Common	07/14/2025	1683	371353.95
JAMES W KING 970 Park Place, Suite 200 San Mateo CA 94403	Common	07/14/2025	564	124446.60
JAMES W KING 970 Park Place, Suite 200 San Mateo CA 94403	Common	07/14/2025	122	26919.30
JAMES W KING 970 Park Place, Suite 200 San Mateo CA 94403	Common	07/14/2025	113	24933.45
JAMES W KING 970 Park Place, Suite 200 San Mateo CA 94403	COMMON	06/17/2025	1230	306194.26

144: Remarks and Signature

Remarks

Date of Notice

Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1

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

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

What does the GWRE Form 144 report?

The filing reports a proposed sale of 799 common shares via Morgan Stanley Smith Barney on the NYSE with an aggregate market value of $169,076.39.

How many shares did the insider recently sell for GWRE?

The filing lists five recent sales totaling 3,712 shares on 07/14/2025 and 06/17/2025, with gross proceeds shown for each transaction.

When were the securities to be sold originally acquired?

Acquisitions were from issuer awards: 06/15/2021 (restricted stock and performance shares) and 03/15/2024 (restricted stock) for the lots listed.

Which broker will execute the proposed GWRE sale?

The proposed sale lists Morgan Stanley Smith Barney LLC, 1 New York Plaza, 8th Floor, New York, NY 10004 as the broker.

Does the filing indicate any undisclosed material information about Guidewire (GWRE)?

The filer represents by signature that they do not know any material adverse information not publicly disclosed; the filing contains no other disclosure of material non-public information.