Guidewire (GWRE) CFO has shares sold to cover RSU tax obligations

Rhea-AI Filing Summary

Guidewire Software, Inc.’s Chief Financial Officer Jeffrey Elliott Cooper reported a disposition of 1,935 shares of common stock on March 17, 2026 at an average price of $163.8579 per share. According to the footnote, these shares were sold by the issuer to cover taxes tied to the settlement of restricted stock units, making this a tax-related, non-discretionary event rather than a typical open-market sale. After this transaction, Cooper still holds 66,061 shares of Guidewire common stock directly.

Insights

Equity compensation analyst

Tax-driven share sale by Guidewire’s CFO looks routine.

The filing shows Chief Financial Officer Jeffrey Elliott Cooper had 1,935 common shares sold at $163.8579 per share on March 17, 2026. A footnote explains the shares were sold by the issuer to cover taxes from restricted stock unit settlement.

Tax-withholding related sales are typically mechanical outcomes of equity compensation, not discretionary portfolio moves. Cooper’s remaining direct holding of 66,061 shares suggests this was a small adjustment within a larger position. From an investment thesis perspective, this appears neutral and routine.

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
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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)
03/17/2026

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	03/17/2026		S(1)		1,935	D	$163.8579	66,061	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	03/18/2026
	** 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 insider transaction did Guidewire (GWRE) disclose in this Form 4?

Guidewire disclosed that CFO Jeffrey Elliott Cooper had 1,935 shares of common stock sold on his behalf at $163.8579 per share. A footnote states the issuer sold these shares to cover taxes from restricted stock unit settlement, making it a tax-driven, non-discretionary transaction.

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

The transaction used sale code S, but the footnote clarifies the shares were sold by the issuer to cover taxes on restricted stock unit settlement. This indicates a tax-withholding related sale rather than a discretionary open-market trade initiated by the Chief Financial Officer.

How many Guidewire (GWRE) shares were involved in the CFO’s tax-related sale?

The Form 4 reports that 1,935 shares of Guidewire common stock were sold at an average price of $163.8579 per share. The sale was executed to cover tax obligations arising from the settlement of the CFO’s restricted stock units, according to the filing footnote.

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

After the tax-related share sale, CFO Jeffrey Elliott Cooper directly holds 66,061 shares of Guidewire common stock. This post-transaction balance, disclosed in the Form 4, shows he maintains a substantial ongoing equity stake in the company despite the tax withholding event.

What does the Form 4 footnote reveal about Guidewire (GWRE) CFO’s share sale?

The footnote explains that the shares were sold by the issuer to cover taxes associated with restricted stock unit settlement. This means the sale was tied to equity compensation tax obligations, rather than a voluntary decision by the CFO to reduce his Guidewire common stock holdings in the open market.

Is the Guidewire (GWRE) CFO’s reported transaction likely to be considered routine?

Because the 1,935 shares were sold by the issuer solely to cover taxes arising from restricted stock unit settlement, the transaction appears routine. Such tax-withholding related dispositions are common in equity compensation programs and generally are not viewed as signaling a change in insider sentiment.