Guidewire Software (NYSE: GWRE) completes prior buyback, approves new $500M plan

Rhea-AI Filing Summary

Guidewire Software, Inc. disclosed that its board has approved a new share repurchase program authorizing the company to buy back up to $500.0 million of its common stock. The company has fully completed its prior repurchase program that was authorized in September 2022, after using the remaining $138.2 million under that plan.

Repurchases may occur over time in the open market, through privately negotiated deals or other methods, and can be executed under Rule 10b-18 and potential Rule 10b5-1 trading plans. The program is discretionary, can be modified or terminated at any time, and does not require the company to repurchase a specific amount.

Guidewire expects to fund any buybacks using existing cash and cash equivalents, working capital or cash flows from operations. As of October 31, 2025, the company reported cash, cash equivalents and investments totaling $1,409.3 million, providing substantial resources to support the new authorization.

Insights

Equity Capital Allocation Analyst

Guidewire adds a $500M buyback on top of a fully used prior program.

Guidewire Software has completed its September 2022 repurchase authorization and introduced a new program allowing repurchases of up to $500.0 million of common stock. This indicates an ongoing willingness to return capital through buybacks, funded by a sizable liquidity position of $1,409.3 million in cash, cash equivalents and investments as of October 31, 2025.

The flexibility of the plan is emphasized: management can choose timing, amount, and method of repurchases, including open-market transactions under Rule 10b-18 and potential Rule 10b5-1 plans. The board can modify, suspend or terminate the program at any time, so actual buyback activity will depend on market conditions and corporate needs described in the disclosure.

Because the authorization size is meaningful relative to the disclosed liquidity, the program could influence share count and per‑share metrics if fully used. Future reports covering periods after October 31, 2025 will show how much of the $500.0 million authorization has been deployed through completed repurchases.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

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Accepted by SEC EDGAR 01/08/2026 - 05:20 PM Learn about SEC filing dates

FAQ

What did Guidewire Software (GWRE) announce in this 8-K filing?

Guidewire Software announced that it has completed its September 2022 share repurchase program and that its board has approved a new share repurchase program.

How large is Guidewire Software's new share repurchase program?

The new authorization allows Guidewire Software to repurchase up to $500.0 million of its outstanding common stock.

How will Guidewire Software (GWRE) fund the new share repurchase program?

The company expects to fund repurchases using existing cash and cash equivalents, working capital, or cash flows from operations.

What was Guidewire Software's cash and investment balance before this new authorization?

As of October 31, 2025, Guidewire reported $1,409.3 million in cash, cash equivalents, and investments.

Is Guidewire required to repurchase the full $500.0 million of stock?

No. The share repurchase program does not obligate Guidewire to buy any specific amount and may be modified, suspended or terminated at any time.

How can Guidewire conduct share repurchases under the new program?

Repurchases may be made from time to time in the open market, in privately negotiated transactions, or otherwise, including via Rule 10b5-1 plans, consistent with Rule 10b-18.

What remained under the prior Guidewire share repurchase authorization?

As of October 31, 2025, $138.2 million remained under the September 2022 share repurchase authorization, and this remaining amount has since been fully utilized.

FALSE000152839600015283962026-01-082026-01-08

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________________________________________________

FORM 8-K

_______________________________________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 8, 2026

_______________________________________________________________

Guidewire Software, Inc.

(Exact name of registrant as specified in its charter)

_______________________________________________________________

Delaware

001-35394

36-4468504

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

970 Park Pl, Suite 200

San Mateo, CA 94403

(Address of principal executive offices, including zip code)

(650) 357-9100

(Registrant’s telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common Stock, $0.0001 par value			GWRE			New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01     Other Events.

On January 8, 2026, Guidewire Software, Inc. (the “Company”) issued a press release announcing that it has completed its share repurchase program previously authorized in September 2022 and that, effective immediately, its board of directors (the “Board”) has approved a new share repurchase program pursuant to which the Company may purchase up to $500.0 million of its outstanding shares of common stock, par value $0.0001 per share (the “Common Stock”). A copy of the press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Share repurchases under the program may be made from time to time, in the open market, in privately negotiated transactions or otherwise, with the amount and timing of repurchases to be determined at the discretion of management of the Company, depending on market conditions and corporate needs. Open market repurchases will be structured to occur in accordance with applicable federal securities laws, including within the pricing and volume requirements of Rule 10b-18 under the Securities Exchange Act of 1934, as amended. The Company may also, from time to time, enter into Rule 10b5-1 plans to facilitate repurchases of its shares under this authorization.

The share repurchase program does not obligate the Company to acquire any particular amount of Common Stock and may be modified, suspended or terminated at any time at the discretion of the Board.

The Company expects to fund repurchases with existing cash and cash equivalents, working capital or cash flows from operations. As of October 31, 2025, Guidewire had cash, cash equivalents, and investments of $1,409.3 million and $138.2 million remained under the September 2022 share repurchase authorization, all of which has since been utilized.

Cautionary Language Concerning Forward-Looking Statements

This Current Report on Form 8-K contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, including but not limited to, statements relating to the Company’s amount, timing and sources of funding for the share repurchase program. Any forward-looking statements contained in this Current Report on Form 8-K are based upon the Company’s historical performance and its current plans, estimates and expectations, and are not a representation that such plans, estimates or expectations will be achieved. These forward-looking statements represent the Company’s expectations as of the date of this Current Report on Form 8-K, and involve risks, uncertainties and assumptions. The actual results may differ materially from those anticipated in the forward-looking statements as a result of numerous factors, many of which are beyond the control of the Company, including changes in price and volume and the volatility of the Company’s Common Stock, adverse developments affecting prices and trading of exchange-traded securities, including securities quoted on the New York Stock Exchange, unexpected or otherwise unplanned or alternative requirements with respect to the capital investments of the Company and the risks and uncertainties disclosed in the Company’s reports filed from time to time with the Securities and Exchange Commission, including its most recent Form 10‑K and any subsequent filings on Forms 10-K, 10-Q or 8-K, available at www.sec.gov. The Company does not intend to update any forward-looking statement contained in this Current Report on Form 8-K to reflect events or circumstances arising after the date hereof.

Item 9.01						Financial Statements and Exhibits.
(d) Exhibits.

Exhibit No.						Description of Exhibits
99.1						Press release dated January 8, 2026
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:			January 8, 2026			GUIDEWIRE SOFTWARE, INC.
						By:			/s/ JEFF COOPER
									Jeff Cooper
									Chief Financial Officer