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

Rhea-AI Filing Summary

David Franklin Peterson, identified as an officer (Chief Accounting Officer), reported transactions in Guidewire Software, Inc. (GWRE). On 09/15/2025 Mr. Peterson was credited with 3,179 performance shares (code M) at $0 relating to vested Performance Share Units (PSUs), increasing his beneficial ownership to 15,975 shares. On 09/16/2025 he sold 1,811 common shares to cover taxes on the RSU settlement at an average sale price of $242.8675 per share, leaving him with 14,164 shares beneficially owned.

The Form 4 notes the PSUs have an expiration/settlement reference of 09/15/2032 and explains performance determinations: Part 1 met FY23 targets at 101.8% (adding 36 PSUs) with staggered vesting; Part 2 met FY25 targets at 120% (adding 413 PSUs) and satisfied time-based vesting on 09/15/2025. The form was signed by an attorney-in-fact on 09/17/2025.

Positive

• Performance-based PSUs met targets: Part 1 met FY23 at 101.8% and Part 2 met FY25 at 120%, resulting in additional PSUs
• Transparent reporting of both the PSU settlement and the subsequent tax-related sale, including average sale price range disclosure

Negative

• Insider share sale: 1,811 shares were sold (09/16/2025) to cover taxes, reducing beneficial ownership to 14,164 shares

Insights

Financial Analyst

TL;DR: Insider received performance-based shares and sold a portion to cover taxes; overall ownership modestly changed with routine tax-related sale.

The reporting shows 3,179 PSUs credited due to performance and time-based vesting and a subsequent sale of 1,811 shares to cover taxes at an average price of $242.8675. The net effect reduced beneficial ownership from 15,975 to 14,164 shares. This is a compensation-driven issuance rather than open-market acquisition, and the sale was limited to tax withholding, which is common following equity settlements.

Corporate Governance Expert

TL;DR: Compensation committee determinations triggered PSU awards; disclosures appear complete and include tax-sale details and performance outcomes.

The Form 4 discloses committee-approved performance results: FY23 performance at 101.8% and FY25 at 120%, which increased PSUs by specific amounts. The filing documents both the grant/settlement event and the tax-withholding sale, and includes an attorney-in-fact signature. From a governance perspective, these disclosures align with typical executive equity reporting requirements.

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
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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^*

Peterson David Franklin

(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)
	Chief Accounting Officer

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		3,179	A	$0	15,975	D
Common Stock	09/16/2025		S(1)		1,811	D	$242.8675(2)	14,164	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			3,179(3)	(3)	09/15/2032	Common Stock	3,179	$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 $242.8626 to $242.8708 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 36 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 413 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 David Franklin Peterson	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 David Franklin Peterson report?

He was credited with 3,179 performance shares on 09/15/2025 and sold 1,811 common shares on 09/16/2025 to cover taxes.

How many GWRE shares does Peterson beneficially own after the reported transactions?

The Form 4 reports 14,164 shares beneficially owned following the transactions.

At what price were the shares sold to cover taxes?

The shares sold were at an average price of $242.8675 per share, with individual prices ranging from $242.8626 to $242.8708.

Why were performance shares issued to Peterson?

PSUs vested based on Compensation Committee determinations: Part 1 achieved 101.8% of FY23 ARR targets and Part 2 achieved 120% of FY25 ARR targets, increasing PSUs awarded.

When does the PSU award reference/expires?

Table II references an expiration/settlement date of 09/15/2032 for the reported performance shares.