Guidewire GC exercises 19,701 performance shares
Guidewire Software, Inc. (GWRE) reported that Chief Administrative Officer and General Counsel James Winston King exercised 19,701 Performance Shares into an equal number of shares of common stock on September 15, 2026.
Rhea-AI Filing Summary
Guidewire Software, Inc. (GWRE) reported that Chief Administrative Officer and General Counsel James Winston King exercised 19,701 Performance Shares into an equal number of shares of common stock on September 15, 2026. These Performance Shares cliff vested after a three-year performance period, and his direct common stock holdings rose to 57,753 shares.
The Compensation Committee had determined on September 9, 2026 that 136% of the performance conditions were met, increasing his earned PSUs by 5,215 units. No Rule 10b5‑1 trading plan is reported for these transactions.
Positive
- None.
Negative
- None.
Insider Trade Summary
19,701 shares exercised/converted
Exercise
2 txns
Insider
King James Winston
Role
Chief Admin Officer, Gen Couns
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Performance Shares F1 | 19,701 | $0.00 | $0.00 |
| Exercise | Common Stock | 19,701 | $0.00 | $0.00 |
Holdings After Transaction:
Performance Shares — 0 contracts (Direct);
Common Stock — 57,753 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 136% of the performance conditions were met, resulting in an increase of 5,215 PSUs earned by the Reporting Person. On September 15, 2026, the time-based vesting was met.
Key Figures
Performance Shares exercised: 19,701 units
Common stock acquired: 19,701 shares
Holdings after transaction: 57,753 shares
+3 more
6 metrics
Performance Shares exercised
19,701 units
Performance Shares converted into common stock on September 15, 2026
Common stock acquired
19,701 shares
Shares of Guidewire common stock received upon exercise on September 15, 2026
Holdings after transaction
57,753 shares
Direct common stock holdings of James Winston King after the exercise
Performance condition achievement
136%
Compensation Committee determination for the three-year Performance Share program on September 9, 2026
Additional PSUs earned
5,215 units
Increase in PSUs earned due to 136% performance achievement
Performance Share expiration date
September 13, 2033
Stated expiration date of the Performance Shares prior to exercise
Key Terms
Performance Shares, cliff vested, performance period, time-based vesting, +1 more
5 terms
cliff vested financial
"These Performance Shares cliff vested at the end of the three-year performance period"
performance period financial
"cliff vested at the end of the three-year performance period based on the average performance"
The performance period is the specific time span over which an investment’s results, an employee’s targets, or a fund’s returns are measured and judged. It matters to investors because the length and start/end of that window determine which gains or losses count toward performance fees, bonus payouts, or benchmark comparisons—much like timing a race decides who wins, the chosen period can change whether results look strong or weak.
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.
PSUs financial
"resulting in an increase of 5,215 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.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What insider transaction did GWRE disclose for James Winston King?
Guidewire disclosed that James Winston King exercised 19,701 Performance Shares into 19,701 shares of common stock on September 15, 2026, following the completion of a three-year performance period and satisfaction of performance and time-based vesting conditions.
Were the GWRE insider transactions under a Rule 10b5-1 trading plan?
No. The Form 4 indicates the Rule 10b5‑1 checkbox is not marked, and there is no footnote stating that the September 15, 2026 exercises were made pursuant to a Rule 10b5‑1 or other pre-arranged trading plan.
What type of awards did GWRE’s officer exercise in this Form 4?
James Winston King exercised Performance Shares (PSUs) that had cliff vested after a three-year performance period, converting 19,701 units into 19,701 shares of Guidewire common stock once both performance and time-based vesting conditions were satisfied.
AI-generated analysis. How Rhea-AI works. Not financial advice.
