Guidewire (GWRE) CFO transfers shares to cover RSU tax obligations

Rhea-AI Filing Summary

Guidewire Software, Inc. Chief Financial Officer Jeffrey Elliott Cooper reported a disposition of 2,594 shares of Common Stock at $118.743 per share. According to the footnote, these shares were transferred back to the company to cover taxes tied to the settlement of Restricted Stock Units, rather than a discretionary market sale. Following this tax-related transaction, he continues to hold 63,467 shares directly, indicating he retains the vast majority of his equity position.

Insider Trade Summary

Net Seller: 2,594 shares ($308,019)

Net Sell 1 txn

Insider Cooper Jeffrey Elliott

Role Chief Financial Officer

Sold 2,594 shs ($308K)

Type	Security	Shares	Price	Value
Sale	Common Stock	2,594	$118.743	$308K

Holdings After Transaction: Common Stock — 63,467 shares (Direct, null)

Footnotes (1)

1. [object Object]

Key Figures

Shares disposed: 2,594 shares Price per share: $118.743 per share Shares held after: 63,467 shares

3 metrics

Shares disposed 2,594 shares Tax-related disposition on 2026-06-16

Price per share $118.743 per share Disposition price for common stock

Shares held after 63,467 shares Direct holdings following transaction

Key Terms

Restricted Stock Units, open-market sale, Form 4

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.

open-market sale financial

"transaction_action": "open-market sale""

An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.

Form 4 regulatory

"INSIDER FILING DATA (Form 4)"

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

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Form 4 Insider Transactions: What Each Field Means →

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)
06/16/2026

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	06/16/2026		S(1)		2,594	D	$118.743	63,467	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.

Remarks:

	By: Winston King, Attorney-in-Fact for Jeffrey Elliott Cooper	06/16/2026
	** 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)

FAQ

What did Guidewire (GWRE) CFO Jeffrey Elliott Cooper report in this Form 4?

Guidewire CFO Jeffrey Elliott Cooper reported a tax-related share disposition. He transferred 2,594 common shares back to the company at $118.743 per share to cover taxes from settling Restricted Stock Units, a routine administrative event rather than a discretionary open-market stock sale.

How many Guidewire (GWRE) shares did the CFO dispose of and at what price?

He disposed of 2,594 Guidewire common shares at a price of $118.743 per share. The filing explains this was done to satisfy tax obligations arising from the settlement of Restricted Stock Units granted as part of his compensation package.

Why were Guidewire (GWRE) shares sold in this insider transaction?

The shares were sold back to the issuer specifically to cover tax liabilities from Restricted Stock Unit settlement. The footnote clarifies this was a tax-withholding transaction, meaning it is an administrative step associated with equity compensation rather than a voluntary open-market sale decision.

How many Guidewire (GWRE) shares does the CFO hold after this Form 4 transaction?

After the tax-related share disposition, Jeffrey Elliott Cooper directly holds 63,467 Guidewire common shares. This shows the 2,594 shares transferred for taxes represent only a small portion of his overall position, leaving his remaining ownership broadly intact.

Was the Guidewire (GWRE) CFO’s Form 4 transaction an open-market sale?

While coded as a sale, the footnote clarifies it was a transfer to the issuer to cover taxes from Restricted Stock Unit settlement. That means it functions like tax withholding, not a discretionary open-market trade based on the CFO’s view of Guidewire’s stock.