Guidewire president exercises 75K performance shares

Guidewire’s president exercised performance share units into common stock after the Compensation Committee certified 236% performance over a three-year period.

Rhea-AI Filing Summary

Guidewire Software, Inc. (GWRE) reported that President John P. Mullen exercised 75,211 Performance Shares into 75,211 shares of Common Stock on September 15, 2026. These Performance Shares cliff vested after a three-year performance period, and Mullen now holds 223,330 shares of Common Stock directly. No Rule 10b5-1 trading plan is reported.

The Compensation Committee determined on September 9, 2026 that 236% of the performance conditions were met, increasing the number of PSUs earned by 43,342 units, and the time-based vesting condition was satisfied on September 15, 2026.

Insider Trade Summary

75,211 shares exercised/converted

Exercise 2 txns

Insider Mullen John P

Role President

Type	Security	Shares	Price	Value
Exercise	Performance Shares F1	75,211	$0.00	$0.00
Exercise	Common Stock	75,211	$0.00	$0.00

Holdings After Transaction: Performance Shares — 0 contracts (Direct); Common Stock — 223,330 shares (Direct)

Footnotes (1)

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 43,342 PSUs earned by the Reporting Person. On September 15, 2026, the time-based vesting was met.

Key Figures

Performance Shares exercised: 75,211 units Common Stock acquired: 75,211 shares Holdings after transaction: 223,330 shares +3 more

6 metrics

Performance Shares exercised 75,211 units Performance Shares converted into Common Stock on September 15, 2026

Common Stock acquired 75,211 shares Shares received upon exercise of Performance Shares on September 15, 2026

Holdings after transaction 223,330 shares Directly held Common Stock by John P. Mullen after the September 15, 2026 exercise

Performance condition achievement 236% Percentage of performance conditions determined met by the Compensation Committee on September 9, 2026

Increase in PSUs earned 43,342 units Additional PSUs earned due to 236% performance outcome over the three-year performance period

Derivative expiration date September 13, 2033 Original expiration date of the Performance Shares that were exercised

Key Terms

Performance Shares, cliff vested, PSUs, time-based vesting, +1 more

5 terms

Performance Shares financial

"These Performance Shares cliff vested at the end of the three-year performance period"

Performance shares are a type of company stock given to executives or employees that only become theirs if the company meets specific goals, like hitting certain profits or growth targets. They motivate leaders to work toward the company’s success, because their additional shares depend on achieving these results.

cliff vested financial

"These Performance Shares cliff vested at the end of the three-year performance period"

PSUs financial

"resulting in an increase of 43,342 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 conditions were met"

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 did GWRE’s president John P. Mullen report in this Form 4?

John P. Mullen reported exercising 75,211 Performance Shares into 75,211 shares of Guidewire Software, Inc. Common Stock on September 15, 2026, following the completion of a three-year performance period and satisfaction of time-based vesting conditions.

How many GWRE shares does John P. Mullen hold after this transaction?

After the September 15, 2026 transaction, John P. Mullen holds 223,330 shares of Common Stock of Guidewire Software, Inc., all reported as held directly.

What performance outcome drove the vesting of the GWRE Performance Shares?

The Compensation Committee determined on September 9, 2026 that 236% of the performance conditions for the Performance Shares were met, which increased the number of PSUs earned by 43,342 units for John P. Mullen.

When did the time-based vesting condition for GWRE’s Performance Shares occur?

The time-based vesting condition for the Performance Shares was met on September 15, 2026, allowing conversion of 75,211 Performance Shares into an equal number of shares of Common Stock for John P. Mullen.

Was a Rule 10b5-1 trading plan involved in this GWRE Form 4?

No. The Form 4 indicates that the Rule 10b5-1 checkbox is not selected, and there is no footnote stating that the transactions were made pursuant to a Rule 10b5-1 trading plan.

What happened to the 75,211 Performance Shares reported for GWRE?

The 75,211 Performance Shares were exercised or converted on September 15, 2026, resulting in disposition of the derivative awards and acquisition of 75,211 shares of Common Stock by John P. Mullen.

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

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Available on EDGAR 09/15/2026 - 06:02 PM Accepted by SEC EDGAR 09/15/2026 - 06:01 PM Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Mullen John P

(Last) (First) (Middle)

C/O GUIDEWIRE SOFTWARE, INC.

970 PARK PL, SUITE 200

(Street)

SAN MATEO CALIFORNIA 94403

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Guidewire Software, Inc. [ GWRE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/15/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/15/2026		M		75,211	A	$0	223,330	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Performance Shares	$0	09/15/2026		M			75,211	(1)	09/13/2033	Common Stock	75,211	$0	0	D

Explanation of Responses:

1. 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 43,342 PSUs earned by the Reporting Person. On September 15, 2026, the time-based vesting was met.

Remarks:

	By: Winston King, Attorney-in-Fact for John P. Mullen	09/15/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)