Guidewire CFO sells 33,175 shares in Sept. 2026

Guidewire’s CFO reported sales totaling 33,175 GWRE shares, largely for tax withholding and under a pre-arranged Rule 10b5-1 trading plan.

Rhea-AI Filing Summary

Guidewire Software, Inc. (GWRE) reported that its Chief Financial Officer, Jeffrey Elliott Cooper, disposed of a total of 33,175 shares of common stock on September 17–18, 2026. On September 17, 23,234 shares were sold by the company to cover taxes associated with the settlement of Restricted Stock Units. On September 18, the CFO executed several additional open‑market sales of smaller share blocks at reported weighted average prices ranging from about $140.73 to $144.98 per share. Most of the September 18 transactions are described as automatic sales pursuant to a Rule 10b5‑1 Trading Plan adopted by the reporting person on March 20, 2026, and the filing notes that prices shown are averages over disclosed price ranges.

Insider Trade Summary 10b5-1

Net Seller: 33,175 shares

Net Sell 6 txns

Insider Cooper Jeffrey Elliott

Role Chief Financial Officer

Sold 33,175 shs ($4.77M)

Type	Security	Shares	Price	Value
Sale	Common Stock F3, F4	854	$140.7289	$120K
Sale	Common Stock F3, F5	2,430	$141.6826	$344K
Sale	Common Stock F3, F6	4,468	$142.6904	$638K
Sale	Common Stock F3, F7	1,195	$143.6065	$172K
Sale	Common Stock F3	994	$144.98	$144K
Sale	Common Stock F1, F2	23,234	$144.4718	$3.36M

Holdings After Transaction: Common Stock — 85,420 shares (Direct)

Footnotes (7)

1. F1. Shares sold by Issuer to cover taxes associated with settlement of Restricted Stock Units.
2. F2. The sale price reported in column 4 of Table 1 represents the average sale price of the shares sold ranging from $144.4713 to $144.4723 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. F3. Automatic sale pursuant to a 10b5-1 Trading Plan adopted by the Reporting Person on March 20, 2026.
4. F4. The sale price reported in column 4 of Table 1 represents the average sale price of the shares sold ranging from $140.2100 to $141.1950 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.
5. F5. The sale price reported in column 4 of Table 1 represents the average sale price of the shares sold ranging from $141.2500 to $142.2150 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.
6. F6. The sale price reported in column 4 of Table 1 represents the average sale price of the shares sold ranging from $142.2550 to $143.1700 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.
7. F7. The sale price reported in column 4 of Table 1 represents the average sale price of the shares sold ranging from $143.5000 to $144.0000 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.

Key Figures

Total shares sold: 33,175 shares Tax-cover sale shares: 23,234 shares September 18 sale block: 854 shares at $140.73 per share (average) +3 more

6 metrics

Total shares sold 33,175 shares Aggregate insider dispositions reported for September 17–18, 2026

Tax-cover sale shares 23,234 shares Shares sold by issuer on September 17, 2026 to cover RSU-related taxes

September 18 sale block 854 shares at $140.73 per share (average) One of several open-market sales on September 18, 2026

Largest September 18 block 4,468 shares at $142.69 per share (average) Open-market sale of common stock on September 18, 2026

Rule 10b5-1 plan adoption date March 20, 2026 Date the reporting person adopted the trading plan governing automatic sales

Largest reported average price $144.98 per share Weighted average sale price for 994-share block on September 18, 2026

Key Terms

Restricted Stock Units, Rule 10b5-1 Trading Plan, weighted average price

3 terms

Restricted Stock Units financial

"cover taxes associated with settlement of Restricted Stock Units"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

Rule 10b5-1 Trading Plan regulatory

"Automatic sale pursuant to a 10b5-1 Trading Plan adopted"

A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.

weighted average price financial

"represents the average sale price of the shares sold ranging"

Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.

FAQ

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

What did Guidewire Software (GWRE) disclose in this Form 4 filing?

Guidewire Software reported that its Chief Financial Officer, Jeffrey Elliott Cooper, disposed of 33,175 shares of common stock on September 17–18, 2026, through a combination of tax-cover sales and automatic sales under a Rule 10b5-1 trading plan.

How many GWRE shares did the CFO sell and on which dates?

The CFO reported total dispositions of 33,175 GWRE shares. On September 17, 2026, 23,234 shares were sold to cover RSU tax obligations. On September 18, 2026, multiple additional sales of smaller blocks were executed in the open market.

Were the GWRE insider sales made under a Rule 10b5-1 trading plan?

Yes. The filing states that the September 18, 2026 sales were automatic sales pursuant to a Rule 10b5-1 Trading Plan adopted by the reporting person on March 20, 2026, indicating they were pre-arranged under that plan.

What portion of the GWRE shares was sold to cover tax obligations?

On September 17, 2026, 23,234 shares of Guidewire common stock were sold by the issuer to cover taxes associated with the settlement of Restricted Stock Units, according to the footnotes in the filing.

What prices were received for the GWRE shares sold by the CFO?

Reported prices are weighted average sale prices. For example, blocks on September 18, 2026 show averages such as $140.73, $141.68, $142.69, $143.61, and $144.98 per share, each representing an average over specified price ranges disclosed in the footnotes.

Does the Form 4 state the exact price for each GWRE trade?

No. For each sale, the Form 4 reports a single weighted average price and explains that actual sale prices ranged within a narrow band. The reporting person undertakes to provide the exact breakdown to the SEC staff, the issuer, or any security holder upon request.

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

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Available on EDGAR 09/21/2026 - 05:23 PM Accepted by SEC EDGAR 09/21/2026 - 05:23 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).

X

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)
09/17/2026

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	09/17/2026		S(1)		23,234	D	$144.4718(2)	95,361	D
Common Stock	09/18/2026		S(3)		854	D	$140.7289(4)	94,507	D
Common Stock	09/18/2026		S(3)		2,430	D	$141.6826(5)	92,077	D
Common Stock	09/18/2026		S(3)		4,468	D	$142.6904(6)	87,609	D
Common Stock	09/18/2026		S(3)		1,195	D	$143.6065(7)	86,414	D
Common Stock	09/18/2026		S(3)		994	D	$144.98	85,420	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

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 $144.4713 to $144.4723 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. Automatic sale pursuant to a 10b5-1 Trading Plan adopted by the Reporting Person on March 20, 2026.

4. The sale price reported in column 4 of Table 1 represents the average sale price of the shares sold ranging from $140.2100 to $141.1950 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.

5. The sale price reported in column 4 of Table 1 represents the average sale price of the shares sold ranging from $141.2500 to $142.2150 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.

6. The sale price reported in column 4 of Table 1 represents the average sale price of the shares sold ranging from $142.2550 to $143.1700 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.

7. The sale price reported in column 4 of Table 1 represents the average sale price of the shares sold ranging from $143.5000 to $144.0000 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.

Remarks:

	By: Winston King, Attorney-in-Fact for Jeffrey Elliott Cooper	09/21/2026
	** 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)