Guidewire CFO exercises 37,826 performance shares
Guidewire’s CFO exercised vested performance shares into common stock after 136% performance achievement, increasing his direct holdings.
Rhea-AI Filing Summary
Guidewire Software, Inc. (GWRE) reported that Chief Financial Officer Jeffrey Elliott Cooper exercised 37,826 Performance Shares into 37,826 shares of Common Stock on September 15, 2026. These Performance Shares cliff vested after a three-year performance period, with the Compensation Committee determining on September 9, 2026 that 136% of performance conditions were met, which increased the units earned. Following the exercise, Cooper held 118,595 shares of Common Stock directly, and no Rule 10b5-1 trading plan is reported.
Positive
- None.
Negative
- None.
Insider Trade Summary
37,826 shares exercised/converted
Exercise
2 txns
Insider
Cooper Jeffrey Elliott
Role
Chief Financial Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Performance Shares F1 | 37,826 | $0.00 | $0.00 |
| Exercise | Common Stock | 37,826 | $0.00 | $0.00 |
Holdings After Transaction:
Performance Shares — 0 contracts (Direct);
Common Stock — 118,595 shares (Direct)
Footnotes (1)
- F1. These Performance Shares cliff vested at the end of the three-year performance period based on the average performance of the three one-year performance periods. On September 9, 2026, the Compensation Committee determined that 136% of the performance conditions were met, resulting in an increase of 10,013 PSUs earned by the Reporting Person. On September 15, 2026, the time-based vesting was met.
Key Figures
Performance Shares exercised: 37,826 units
Common Stock acquired: 37,826 shares
Holdings after transaction: 118,595 shares
+3 more
6 metrics
Performance Shares exercised
37,826 units
Performance Shares converted into Common Stock on September 15, 2026
Common Stock acquired
37,826 shares
Shares of Common Stock received from Performance Share exercise on September 15, 2026
Holdings after transaction
118,595 shares
Common Stock directly owned by the CFO after the September 15, 2026 transaction
Performance achievement
136%
Compensation Committee determination of performance conditions met on September 9, 2026
Performance Shares expiration
September 13, 2033
Expiration date of the Performance Shares that were exercised
Transaction date
September 15, 2026
Date the Performance Shares were exercised and time-based vesting was met
Key Terms
Performance Shares, cliff vested, performance period, PSUs, +2 more
6 terms
cliff vested financial
"These Performance Shares cliff vested at the end of the three-year performance period"
performance period financial
"cliff vested 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.
PSUs financial
"resulting in an increase of 10,013 PSUs earned by the Reporting Person"
PSUs are company shares promised to employees or executives that only become actual stock if the business hits specific performance targets over a set period. For investors, PSUs matter because they link pay to measurable outcomes — similar to a conditional bonus that converts into ownership — which can influence management decisions, dilution of shares, and signals about confidence in future results.
time-based vesting financial
"On September 15, 2026, the time-based vesting was met"
Time-based vesting is a schedule that gives employees or contractors ownership of granted stock or options gradually as they remain with a company, like unlocking rewards in a loyalty program the longer you stick around. For investors, it matters because it affects future share supply, management incentives and staff retention — all of which can influence company performance and dilution of existing shareholders.
Compensation Committee financial
"On September 9, 2026, the Compensation Committee determined that 136% of the performance conditions"
A compensation committee is a group within a company's leadership responsible for setting and reviewing how much top executives and employees are paid, including salaries, bonuses, and benefits. It matters to investors because fair and effective pay decisions can influence a company's performance, leadership motivation, and overall governance, helping ensure that the company’s management is aligned with shareholders’ interests.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What insider transaction did GWRE’s CFO report on September 15, 2026?
Guidewire’s CFO Jeffrey Elliott Cooper exercised 37,826 Performance Shares into 37,826 shares of Common Stock on September 15, 2026, as part of a vested equity award, resulting in 118,595 Common Shares held directly after the transaction.
Did the GWRE CFO receive cash from this September 2026 transaction?
The Form 4 shows the exercise of 37,826 Performance Shares into Common Stock at a reported $0.00 per share. It records an equity award vesting and conversion, not a market sale for cash.
Was the GWRE CFO’s September 2026 transaction under a Rule 10b5-1 plan?
No. The filing’s Rule 10b5-1 checkbox is not affirmed, and there is no footnote indicating that the September 2026 exercise of Performance Shares was made pursuant to a Rule 10b5-1 trading plan.
AI-generated analysis. How Rhea-AI works. Not financial advice.
