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

Rhea-AI Filing Summary

Jeffrey Elliott Cooper, Chief Financial Officer of Guidewire Software, Inc. (GWRE), reported acquisitions on Form 4 dated 09/11/2025. The filing shows an acquisition of 12,636 common shares at a $0 price and the grant of 12,636 performance shares that underlie 12,636 common shares. After the reported transaction, Mr. Cooper beneficially owns 77,555 common shares. The performance shares cliff vest based on the average performance of three one-year periods and require continued employment through September 15, 2028. One-year financial targets for each performance period were set at grant.

Positive

• Performance-based award ties vesting to multi-year financial targets, aligning executive pay with company performance.
• Retention condition requires continued employment through September 15, 2028, supporting executive stability.

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: This is a routine, performance-based executive equity award with time and metric vesting conditions intended for retention and performance alignment.

The Form 4 discloses a grant of performance shares and an immediate acquisition of common stock by the CFO. The award structure includes a three-year performance period with cliff vesting tied to averaged one-year performance results and a continued-employment requirement through September 15, 2028. From a governance perspective, tying vesting to pre-set financial targets and continued employment is a common approach to align executive incentives with multi-year company performance. The filing does not disclose target levels or potential payout range beyond the award size, nor does it disclose any cash consideration. Overall this appears to be a standard incentive grant rather than an unusual or one-off transaction.

Executive Compensation Analyst

TL;DR: The award combines performance and retention features; material impact depends on undisclosed performance targets and potential payout outcomes.

The report shows 12,636 performance shares granted, which correspond to 12,636 underlying common shares and were reported with a $0 price. The performance shares cliff vest based on the average performance across three one-year periods, with one-year targets set at grant. The filing confirms continued employment through September 15, 2028 as a vesting condition. Without the detailed target metrics or potential maximum payouts, it is not possible to quantify the compensation value or dilution impact precisely from this filing alone. The transaction is consistent with multi-year performance incentive design commonly used in public companies.

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 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 Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/11/2025

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	09/11/2025		A		12,636	A	$0	77,555	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	09/11/2025		A		12,636		(1)	09/11/2035	Common Stock	12,636	$0	12,636	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, 2028. 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	09/15/2025
	** 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.
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.

FAQ

What did GWRE CFO Jeffrey Cooper acquire on 09/11/2025?

He acquired 12,636 common shares and was granted 12,636 performance shares (underlying 12,636 common shares) as reported on the Form 4.

How many shares does Jeffrey Cooper beneficially own after the transaction?

The filing reports 77,555 common shares beneficially owned following the reported transaction.

What are the vesting conditions for the performance shares?

The performance shares cliff vest at the end of a three-year performance period based on the average of three one-year periods and require continued employment through September 15, 2028.

Was any purchase price paid for the awarded shares?

The Form 4 shows a price of $0 for the reported acquisitions and performance share grant.

Who signed the Form 4 and when was it dated?

The filing was signed By: Winston King, Attorney-in-Fact for Jeffrey Elliott Cooper on 09/15/2025.