GWRE Insider Filing: 10,597 PSUs Converted; Tax Sale of 7,149 Shares
Rhea-AI Filing Summary
James Winston King, Chief Administrative Officer and General Counsel of Guidewire Software (GWRE), reported the receipt and partial disposition of company stock following PSU vesting. On 09/15/2025 10,597 performance shares converted into 10,597 common shares. The next day, 09/16/2025, 7,149 shares were sold at an average price of $242.867 per share to cover taxes, reducing his beneficial ownership from 52,926 to 45,777 shares. The filing explains these PSUs reflect performance determinations: Part 1 achieved 101.8% of FY23 targets (adding 123 PSUs) with staggered time-based vesting, and Part 2 achieved 120% of FY25 targets (adding 1,377 PSUs) and met time-based vesting on 09/15/2025. The PSUs underlying the award convert into common stock and have an expiration date of 09/15/2032.
Positive
- 10,597 performance shares converted into common stock, reflecting realized compensation
- Performance conditions exceeded targets: 101.8% for FY23 and 120% for FY25, increasing PSUs earned
- Detailed disclosure provided on vesting schedule, performance adjustments, and PSU expiration (09/15/2032)
Negative
- 7,149 shares sold at an average of $242.867 to cover taxes, reducing direct beneficial ownership from 52,926 to 45,777
Insights
TL;DR: Routine insider vesting and tax-driven sale; performance targets exceeded, modest net increase in share count.
The report documents standard executive compensation mechanics: performance share units vested based on achievement of ARR targets, converting into 10,597 shares. A portion of those shares (7,149) were sold immediately to satisfy tax withholding, at an average sale price of $242.867 per share, which is consistent with employer tax-withholding practices. Beneficial ownership declined from 52,926 to 45,777 shares after the sale. The performance results—101.8% for FY23 and 120% for FY25—are material to the grant but the filing contains no financial performance metrics beyond those percentages.
TL;DR: Disclosure aligns with Section 16 timing and explains performance and vesting; transactions are administrative and non-suspicious.
The Form 4 provides required detail: conversion of PSUs, precise share counts, tax-related disposition, and an explanation of performance determinations and vesting schedule. The filing cites the Compensation Committee's determinations and identifies the expiration date for the awards. There are no indications of non-compliance, derivative hedging, or changes in control provisions in this document; it is a routine insider reporting of compensation realization and tax-related sale.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Common Stock | 7,149 | $242.867 | $1.74M |
| Exercise | Performance Shares | 10,597 | $0.00 | -- |
| Exercise | Common Stock | 10,597 | $0.00 | -- |
Footnotes (1)
- Shares sold by Issuer to cover taxes associated with settlement of Restricted Stock Units. The sale price reported in column 4 of Table 1 represents the average sale price of the shares sold ranging from $242.8643 to $242.8692 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. At the end of Year 1, as to 50% of this PSU award (Part 1), the Compensation Committee of the Board of Directors (Compensation Committee) determined, on September 15, 2023, that 101.8% of the performance conditions against the FY23 ARR targets were met resulting in an increase of 123 PSUs earned by the Reporting Person. 33% of Part 1 vested immediately thereafter. 33% of Part 1 will vest at the end of Year 2, and 33% of Part 1 will vest at the end of Year 3. At the end of Year 3, as to 50% of this PSU award (Part 2), the Compensation Committee determined, on September 10, 2025, that 120% of the performance conditions against the FY25 ARR targets were met resulting in an increase of 1,377 PSUs earned by the Reporting Person. Part 2 met its time-based vesting on September 15, 2025.
