Guidewire CEO acquires 123K shares on PSU vest
Guidewire Software CEO Michael George Rosenbaum received 123,074 vested shares after a three-year performance-based equity award paid out at 236% of target.
Rhea-AI Filing Summary
Guidewire Software, Inc. (GWRE) reported that Chief Executive Officer Michael George Rosenbaum exercised 123,074 Performance Shares into 123,074 shares of Common Stock on September 15, 2026, resulting in 353,156 Common shares held directly afterward. These Performance Shares cliff vested after a three-year performance period, where the Compensation Committee determined on September 9, 2026 that 236% of performance conditions were met, increasing the award by 70,924 PSUs; time-based vesting was then satisfied on September 15, 2026. No Rule 10b5-1 trading plan is reported for these transactions.
Positive
- None.
Negative
- None.
Insider Trade Summary
123,074 shares exercised/converted
Exercise
2 txns
Insider
Rosenbaum Michael George
Role
Chief Executive Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Performance Shares F1 | 123,074 | $0.00 | $0.00 |
| Exercise | Common Stock | 123,074 | $0.00 | $0.00 |
Holdings After Transaction:
Performance Shares — 0 contracts (Direct);
Common Stock — 353,156 shares (Direct)
Footnotes (1)
- F1. These Performance Shares cliff vested at the end of the three-year performance period based on the average performance of the three one-year performance periods. On September 9, 2026, the Compensation Committee determined that 236% of the performance conditions were met, resulting in an increase of 70,924 PSUs earned by the Reporting Person. On September 15, 2026, the time-based vesting was met.
Key Figures
Performance Shares exercised: 123,074 units
Common Stock acquired: 123,074 shares
Common Stock held after transaction: 353,156 shares
+3 more
6 metrics
Performance Shares exercised
123,074 units
Performance Shares converted on September 15, 2026
Common Stock acquired
123,074 shares
Shares received upon exercise of Performance Shares on September 15, 2026
Common Stock held after transaction
353,156 shares
Direct holdings of CEO after September 15, 2026 transactions
Performance achievement level
236%
Compensation Committee determination on September 9, 2026 for three-year performance period
Additional PSUs earned
70,924 units
Increase in PSUs earned due to 236% performance conditions met
Performance Shares expiration date (pre-exercise)
September 13, 2033
Expiration associated with the Performance Shares before their exercise
Key Terms
Performance Shares, three-year performance period, PSUs, time-based vesting, +1 more
5 terms
three-year performance period financial
"cliff vested at the end of the three-year performance period based on the average"
PSUs financial
"resulting in an increase of 70,924 PSUs earned by the Reporting Person"
PSUs are company shares promised to employees or executives that only become actual stock if the business hits specific performance targets over a set period. For investors, PSUs matter because they link pay to measurable outcomes — similar to a conditional bonus that converts into ownership — which can influence management decisions, dilution of shares, and signals about confidence in future results.
time-based vesting financial
"On September 15, 2026, the time-based vesting was met"
Time-based vesting is a schedule that gives employees or contractors ownership of granted stock or options gradually as they remain with a company, like unlocking rewards in a loyalty program the longer you stick around. For investors, it matters because it affects future share supply, management incentives and staff retention — all of which can influence company performance and dilution of existing shareholders.
Compensation Committee financial
"On September 9, 2026, the Compensation Committee determined that 236% of the performance"
A compensation committee is a group within a company's leadership responsible for setting and reviewing how much top executives and employees are paid, including salaries, bonuses, and benefits. It matters to investors because fair and effective pay decisions can influence a company's performance, leadership motivation, and overall governance, helping ensure that the company’s management is aligned with shareholders’ interests.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What insider transaction did GWRE disclose for CEO Michael George Rosenbaum?
Guidewire disclosed that CEO Michael George Rosenbaum exercised 123,074 Performance Shares into 123,074 shares of Common Stock on September 15, 2026, leaving him with 353,156 Common shares held directly afterward.
What does the 236% performance result mean for GWRE’s CEO equity grant?
A 236% performance result means the CEO earned more than the initial target of Performance Shares. The determination added 70,924 PSUs to his earned award before the shares vested time-based on September 15, 2026.
Were the GWRE CEO’s September 2026 transactions under a Rule 10b5-1 plan?
No. The Form 4 indicates that no Rule 10b5-1 trading plan is reported in connection with the September 15, 2026 equity vesting and share acquisition for the CEO.
AI-generated analysis. How Rhea-AI works. Not financial advice.
