Guidewire CFO granted 18,650 performance shares

Guidewire’s chief financial officer received a grant of 18,650 performance-based shares and now directly holds 80,769 common shares.

Rhea-AI Filing Summary

Guidewire Software, Inc. (symbol: GWRE) is the issuer of record for a Form 4 filing submitted to the SEC. Cooper Jeffrey Elliott reported acquisition or exercise transactions in this Form 4 filing.

Guidewire Software, Inc. (GWRE) reported that its Chief Financial Officer, Jeffrey Elliott Cooper, received an equity grant on September 11, 2026. He was awarded 18,650 Performance Shares, each representing the right to receive one share of common stock, and a corresponding 18,650 shares of common stock, bringing his directly held common stock to 80,769 shares. The Performance Shares cliff vest at the end of a three-year performance period based on average performance over three one-year measurement periods and continued employment through September 15, 2029.

Insider Trade Summary

Grant/Award: 37,300 shares

Grant/Award 2 txns

Insider Cooper Jeffrey Elliott

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Grant/Award	Performance Shares F1	18,650	$0.00	$0.00
Grant/Award	Common Stock	18,650	$0.00	$0.00

Holdings After Transaction: Performance Shares — 18,650 contracts (Direct); Common Stock — 80,769 shares (Direct)

Footnotes (1)

1. F1. These Performance Shares cliff vest at the end of the three-year performance period based on the average performance of the three one-year performance periods and continued employment through September 15, 2029. One-year financial targets for each of the three performance measurement periods are set up front at the time of the grant.

Key Figures

Performance Shares granted: 18,650 shares Common Stock granted: 18,650 shares Common Stock held after transaction: 80,769 shares +3 more

6 metrics

Performance Shares granted 18,650 shares Grant to CFO on September 11, 2026; derivative award tied to common stock

Common Stock granted 18,650 shares Non-derivative grant to CFO on September 11, 2026

Common Stock held after transaction 80,769 shares Direct ownership by CFO following the September 11, 2026 grant

Performance Shares expiration date September 11, 2036 Expiration for the derivative Performance Shares award

Performance vesting employment date September 15, 2029 Continued employment requirement for cliff vesting of Performance Shares

Performance period length 3 years Cliff vesting based on average performance over three one-year periods

Key Terms

Performance Shares, cliff vest, performance period, performance measurement periods

4 terms

Performance Shares financial

"These Performance Shares cliff vest 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 vest financial

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

A cliff vest is a schedule for stock options or restricted shares where no ownership rights are earned until a fixed date, after which a set portion becomes fully owned all at once — like a probation period that suddenly unlocks pay. Investors watch cliff vests because they influence when insiders can sell shares, affect staff retention and dilution timing, and help predict short-term changes in a company’s shareholder makeup.

performance period financial

"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.

performance measurement periods financial

"for each of the three performance measurement periods are set up front"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider equity award did GWRE’s CFO receive on September 11, 2026?

Guidewire’s CFO, Jeffrey Elliott Cooper, received 18,650 Performance Shares and a related award of 18,650 shares of common stock on September 11, 2026, as reported in the Form 4.

How many GWRE common shares does the CFO hold after this Form 4 transaction?

After the reported grant, the CFO directly holds 80,769 shares of Guidewire common stock, according to the Form 4 disclosure.

What are the vesting terms of the 18,650 Performance Shares at GWRE?

The 18,650 Performance Shares cliff vest at the end of a three-year performance period, based on the average performance of three one-year periods and continued employment through September 15, 2029.

Are financial targets for GWRE’s Performance Shares set annually or upfront?

For this grant, the one-year financial targets for each of the three performance measurement periods are set up front at the time of the grant, as described in the footnote.

Does the Form 4 indicate any sale of GWRE shares by the CFO?

No. The Form 4 reports only grant/award acquisitions of Performance Shares and common stock on September 11, 2026, and does not report any sales or dispositions.

When do the GWRE Performance Shares granted to the CFO expire if unvested?

The Performance Shares reported in the Form 4 carry an expiration date of September 11, 2036, as disclosed for the derivative security.

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

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Available on EDGAR 09/14/2026 - 05:10 PM Accepted by SEC EDGAR 09/14/2026 - 05:08 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^*

Cooper Jeffrey Elliott

(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)
	Chief Financial Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/11/2026

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	09/11/2026		A		18,650	A	$0	80,769	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	09/11/2026		A		18,650		(1)	09/11/2036	Common Stock	18,650	$0	18,650	D

Explanation of Responses:

1. These Performance Shares cliff vest at the end of the three-year performance period based on the average performance of the three one-year performance periods and continued employment through September 15, 2029. One-year financial targets for each of the three performance measurement periods are set up front at the time of the grant.

Remarks:

	By: Winston King, Attorney-in-Fact for Jeffrey Elliott Cooper	09/14/2026
	** 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)