Guidewire CAO exercises 4,351 performance shares

Guidewire’s chief accounting officer exercised vested performance shares into common stock after a three‑year performance cycle paid out at 136% of target.

Rhea-AI Filing Summary

Guidewire Software, Inc. (GWRE) reported that Chief Accounting Officer David Franklin Peterson exercised 4,351 Performance Shares into 4,351 shares of Common Stock on September 15, 2026 at $0.00 per share, leaving him with 14,138 Common shares held directly.

The Performance Shares, which now have a remaining balance of zero, cliff vested after a three-year performance period. The Compensation Committee had determined on September 9, 2026 that 136% of the performance conditions were met, increasing the earned PSUs by 1,152 before time-based vesting was satisfied.

Insider Trade Summary

4,351 shares exercised/converted

Exercise 2 txns

Insider Peterson David Franklin

Role Chief Accounting Officer

Type	Security	Shares	Price	Value
Exercise	Performance Shares F1	4,351	$0.00	$0.00
Exercise	Common Stock	4,351	$0.00	$0.00

Holdings After Transaction: Performance Shares — 0 contracts (Direct); Common Stock — 14,138 shares (Direct)

Footnotes (1)

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 1,152 PSUs earned by the Reporting Person. On September 15, 2026, the time-based vesting was met.

Key Figures

Performance Shares exercised: 4,351 shares Common Stock acquired: 4,351 shares Shares held after transaction: 14,138 shares +4 more

7 metrics

Performance Shares exercised 4,351 shares Exercised into Common Stock on September 15, 2026

Common Stock acquired 4,351 shares Received upon exercise of Performance Shares on September 15, 2026

Shares held after transaction 14,138 shares Direct ownership of Common Stock following the Form 4 transactions

Exercise price $0.00 per share Performance Shares converted into Common Stock

Performance achievement 136% Performance conditions met over the three-year performance period

Additional PSUs earned 1,152 units Increase in PSUs earned due to 136% performance certification

Derivative expiration date September 13, 2033 Original expiration date for the Performance Shares derivative award

Key Terms

Performance Shares, PSUs, cliff vested, three-year performance period, +1 more

5 terms

Performance Shares financial

"These Performance Shares cliff vested 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.

PSUs financial

"resulting in an increase of 1,152 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.

cliff vested financial

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

three-year performance period financial

"cliff vested at the end of the three-year performance period based on the average performance"

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.

FAQ

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

What insider transaction did GWRE disclose for David Franklin Peterson?

GWRE disclosed that Chief Accounting Officer David Franklin Peterson exercised 4,351 Performance Shares into 4,351 Common shares on September 15, 2026 at $0.00 per share, resulting in 14,138 Common shares held directly after the transaction.

How were the Guidewire (GWRE) performance conditions for Peterson’s awards determined?

The Compensation Committee determined on September 9, 2026 that 136% of the performance conditions for Peterson’s Performance Shares were met, based on the average performance of three one-year performance periods in a three-year cycle.

How many additional PSUs did Peterson earn at Guidewire (GWRE)?

Based on the Compensation Committee’s determination that 136% of performance conditions were met, Peterson earned an increase of 1,152 Performance Stock Units (PSUs) before the awards’ time-based vesting was satisfied on September 15, 2026.

What are Peterson’s Guidewire (GWRE) share holdings after this Form 4 transaction?

After the reported transactions, David Franklin Peterson holds 14,138 shares of Common Stock of Guidewire Software, Inc. directly. The Performance Shares associated with this grant now have a zero remaining balance following the exercise.

Was Peterson’s GWRE transaction made under a Rule 10b5-1 trading plan?

No. The filing indicates that the Rule 10b5-1 checkbox is not affirmed, and there is no footnote stating that the transactions were made pursuant to a Rule 10b5-1 or other pre-arranged trading plan.

What was the vesting structure of Peterson’s GWRE Performance Shares?

The Performance Shares cliff vested at the end of a three-year performance period, based on the average of three one-year performance periods. After performance was certified at 136% on September 9, 2026, time-based vesting was met on September 15, 2026.

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

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Available on EDGAR 09/15/2026 - 06:01 PM Accepted by SEC EDGAR 09/15/2026 - 06:00 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^*

Peterson David Franklin

(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 Accounting Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/15/2026

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	09/15/2026		M		4,351	A	$0	14,138	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	09/15/2026		M			4,351	(1)	09/13/2033	Common Stock	4,351	$0	0	D

Explanation of Responses:

1. 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 1,152 PSUs earned by the Reporting Person. On September 15, 2026, the time-based vesting was met.

Remarks:

	By: Winston King, Attorney-in-Fact for David Franklin Peterson	09/15/2026
	** 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)