[Form 4] Guidewire Software, Inc. Insider Trading Activity

Rhea-AI Filing Summary

John P. Mullen, an officer and President of Guidewire Software, Inc. (GWRE), reported equity award settlement and a sale. On 09/15/2025 Mr. Mullen received 18,543 shares upon settlement of performance-based restricted stock units at no cash price. The next day, 09/16/2025, he sold 15,869 shares to cover taxes at an average sale price of $242.8669 per share. After these transactions he beneficially owned 158,958 shares. The filing explains performance determinations: Part 1 PSUs were adjusted upward based on FY23 ARR results and Part 2 PSUs were awarded after meeting FY25 ARR targets; Part 2 vested on 09/15/2025. The form was signed by an attorney-in-fact on 09/17/2025.

Positive

• Performance-based PSUs were earned above target (101.8% for FY23 Part 1 and 120% for FY25 Part 2) leading to additional shares awarded
• Part 2 PSUs vested on 09/15/2025, converting to 18,543 common shares

Negative

• Insider sold 15,869 shares on 09/16/2025, reducing beneficial ownership to 158,958 shares
• Sale required to cover taxes, indicating a cash outflow by the insider related to equity compensation

Insights

Corporate Governance Expert

TL;DR: Officer received vested performance shares and sold a portion to satisfy tax withholding; transactions are routine compensation mechanics.

The reporting shows customary executive compensation settlement: performance stock units converted to common shares and a contemporaneous sale of a subset to cover tax liabilities. The filing discloses specific performance determinations tied to FY23 and FY25 ARR metrics and the timing of vesting. No additional transfers, pledges, or derivative exercises beyond the PSU settlement are reported. For governance review, these actions align with standard equity compensation administration and do not indicate change in control or extraordinary liquidity events.

Securities Analyst

TL;DR: Insider sold 15,869 shares at an average of $242.8669 after receiving 18,543 shares from PSUs; net holdings reported.

The Form 4 provides precise transaction amounts and prices: the sale covered tax obligations arising from the settlement. The filing quantifies incremental PSU accruals—216 PSUs from FY23 performance and 2,409 PSUs from FY25 performance—and confirms Part 2 vested on 09/15/2025. Impact on outstanding insider stake is explicit: beneficial ownership decreased to 158,958 shares following the sale. These are compensatory and liquidity-driven transactions rather than open-market directional purchases or sales for diversification.

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

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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 CA 94403

(City) (State) (Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
09/15/2025

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

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

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

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	09/15/2025		M		18,543	A	$0	174,827	D
Common Stock	09/16/2025		S(1)		15,869	D	$242.8669(2)	158,958	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	09/15/2025		M			18,543(3)	(3)	09/15/2032	Common Stock	18,543	$0	0	D

Explanation of Responses:

1. Shares sold by Issuer to cover taxes associated with settlement of Restricted Stock Units.

2. The sale price reported in column 4 of Table 1 represents the average sale price of the shares sold ranging from $242.8653 to $242.8681 per share. The reporting person will provide, upon request by the Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.

3. At the end of Year 1, as to 50% of this PSU award (Part 1), the Compensation Committee of the Board of Directors (Compensation Committee) determined, on September 15, 2023, that 101.8% of the performance conditions against the FY23 ARR targets were met resulting in an increase of 216 PSUs earned by the Reporting Person. 33% of Part 1 vested immediately thereafter. 33% of Part 1 will vest at the end of Year 2, and 33% of Part 1 will vest at the end of Year 3. At the end of Year 3, as to 50% of this PSU award (Part 2), the Compensation Committee determined, on September 10, 2025, that 120% of the performance conditions against the FY25 ARR targets were met resulting in an increase of 2,409 PSUs earned by the Reporting Person. Part 2 met its time-based vesting on September 15, 2025.

Remarks:

	By: Winston King, Attorney-in-Fact for John P. Mullen	09/17/2025
	** 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.
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FAQ

What transactions did GWRE insider John P. Mullen report on Form 4?

He received 18,543 shares from settled performance stock units on 09/15/2025 and sold 15,869 shares on 09/16/2025 to cover taxes.

At what price were GWRE shares sold by John P. Mullen?

The reported average sale price was $242.8669 per share, with individual sale prices ranging from $242.8653 to $242.8681.

How many GWRE shares does John P. Mullen beneficially own after the reported transactions?

He beneficially owned 158,958 shares following the sale reported on the Form 4.

Why were the shares sold by the GWRE insider?

The filing states the shares were sold by the issuer to cover taxes associated with the settlement of Restricted Stock Units.

What performance determinations are disclosed in the Form 4 for GWRE PSUs?

Part 1 was measured at 101.8% vs FY23 ARR targets (adding 216 PSUs) and Part 2 met 120% vs FY25 ARR targets (adding 2,409 PSUs), with Part 2 time-based vesting on 09/15/2025.