[144] Guidewire Software, Inc. SEC Filing

Rhea-AI Filing Summary

Form 144 notice relates to a proposed sale of 14,103 shares of Common Stock through Morgan Stanley Smith Barney LLC on the NYSE with an aggregate market value of $3,425,149.84. The securities were reported as acquired on 09/15/2025 as restricted stock units received as compensation and paid for on that date. The filing lists prior sales by the same person, Jeffrey Elliott Cooper, of 1,585 shares on 06/18/2025 for $395,380.31 and 2,826 shares on 06/17/2025 for $703,498.81. Several issuer identification fields in the filing are blank in the provided content.

Positive

• Clear broker and execution details: Morgan Stanley Smith Barney LLC and NYSE are identified for the proposed sale.
• Acquisition disclosed as compensation (RSUs): The filing specifies the securities were acquired as restricted stock units, with acquisition and payment dates provided.
• Prior sales disclosed: Recent sales on 06/17/2025 and 06/18/2025 are listed with amounts and gross proceeds.

Negative

• Missing issuer identification: Issuer name and related issuer fields are blank in the provided content.
• Limited context on beneficial owner: The filing excerpt does not populate the 'Name of Person for Whose Account' field explicitly, reducing clarity.
• No explanation of plan status: The filing does not state whether a Rule 10b5-1 trading plan applies or include plan adoption dates in the provided text.

Insights

Financial Analyst

TL;DR: Insider notice for a planned sale of 14,103 shares valued at $3.43M; recent small sales occurred in June.

The filing notifies of a proposed Rule 144 sale through Morgan Stanley Smith Barney of 14,103 common shares with an aggregate market value of $3,425,149.84. The securities are described as RSUs acquired and paid on 09/15/2025. The filer previously sold 1,585 and 2,826 shares in June 2025 for total gross proceeds of $1,098,879.12. The document as provided omits issuer identification details in the issuer information section, which limits cross-reference to company filings. From an investor-disclosure perspective, this is a routine insider sale notice rather than a company operational disclosure.

Corporate Governance Expert

TL;DR: Routine Rule 144 filing signaling planned insider liquidation of vested RSUs; no material adverse disclosures shown.

The notice indicates the person for whose account the securities will be sold received the shares as compensation (restricted stock units) on 09/15/2025 and intends to sell through a registered broker-dealer. The filer affirms no undisclosed material adverse information. Prior small sales in June 2025 are recorded. The filing lacks completed issuer identification fields in the provided excerpt, reducing transparency for stakeholders verifying insider activity against issuer records. This filing appears procedural and not indicative of governance issues based solely on the provided text.

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 Stock	Morgan Stanley Smith Barney LLC Executive Financial Services 1 New York Plaza 38th Floor New York NY 10004	14103	3425149.84	84530578	09/16/2025	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	09/15/2025	Acquired as compensation - Restricted Stock Units	Issuer			14103	09/15/2025	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
Jeffrey Elliott Cooper c/o Guidewire Software, Inc. 970 Park Pl, Suite 200 San Mateo CA 94403	Common Stock	06/18/2025	1585	395380.31
Jeffrey Elliott Cooper c/o Guidewire Software, Inc. 970 Park Pl, Suite 200 San Mateo CA 94403	Common Stock	06/17/2025	2826	703498.81

144: Remarks and Signature

Remarks

Date of Notice

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 Form 144 for GWRE report?

The filing reports a proposed sale of 14,103 shares of Common Stock through Morgan Stanley Smith Barney on the NYSE with an aggregate market value of $3,425,149.84.

How were the 14,103 shares acquired according to the filing?

The securities were acquired on 09/15/2025 as compensation in the form of Restricted Stock Units and the filing lists the payment date as 09/15/2025.

Were there any recent sales by the same person reported in the filing?

Yes. The filing lists sales by Jeffrey Elliott Cooper of 1,585 shares on 06/18/2025 for $395,380.31 and 2,826 shares on 06/17/2025 for $703,498.81.

Which broker-dealer will execute the proposed sale?

The proposed sale lists Morgan Stanley Smith Barney LLC, Executive Financial Services, 1 New York Plaza, 38th Floor, New York, NY 10004 as the broker.

Does the filing disclose any undisclosed material information about the issuer?

By signing, the person represents they do not know any material adverse information not publicly disclosed, and the provided content contains no indication of undisclosed material information.