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Guidewire (GWRE) Form 4: CFO Disposes 7,535 Shares Via 10b5-1 Plan

Filing Impact
(Very High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Guidewire Software CFO Jeffrey Elliott Cooper reported multiple open-market sales of common stock on 09/18/2025 under a pre-existing 10b5-1 trading plan adopted October 15, 2024. The filings show five separate sales totaling 7,535 shares, executed at average prices reported between approximately $246.05 and $250.75 per share, with the post-transaction beneficial ownership declining to 77,111 shares held directly. The report was signed by an attorney-in-fact on behalf of the reporting person.

Positive

  • None.

Negative

  • None.

Insights

TL;DR: CFO executed planned, rule-compliant sales of 7,535 shares via a 10b5-1 plan; modest reduction in direct ownership.

The transactions are disclosed as automatic sales under a 10b5-1 plan, which provides an affirmative defense against insider trading claims when properly adopted. The aggregate sales of 7,535 shares occurred across five tranches with reported average sale-price ranges from about $246.05 to $250.75. Post-sales, direct beneficial ownership is reported at 77,111 shares. For investors, these are routine officer liquidity events documented under Rule 10b5-1 rather than ad-hoc disposals; the filing contains clear price ranges and the plan adoption date.

TL;DR: Disclosure follows governance best practices by stating 10b5-1 plan adoption and providing price ranges; signatures are present.

The Form 4 explicitly notes the trades were automatic pursuant to a 10b5-1 trading plan adopted October 15, 2024, and includes explanatory price-range notes for each tranche. The report is signed via attorney-in-fact, satisfying procedural requirements. The filing documents a reduction in direct holdings to 77,111 shares but does not indicate any other changes in role or control. This is a routine insider reporting event with transparent supporting detail.

Insider Cooper Jeffrey Elliott
Role Chief Financial Officer
Sold 7,535 shs ($1.87M)
Type Security Shares Price Value
Sale Common Stock 860 $246.7978 $212K
Sale Common Stock 1,461 $247.4744 $362K
Sale Common Stock 1,876 $248.6409 $466K
Sale Common Stock 2,480 $249.7518 $619K
Sale Common Stock 858 $250.2753 $215K
Holdings After Transaction: Common Stock — 83,786 shares (Direct)
Footnotes (1)
  1. Automatic sale pursuant to a 10b5-1 Trading Plan adopted by the Reporting Person on October 15, 2024. The sale price reported in column 4 of Table 1 represents the average sale price of the shares sold ranging from $246.0500 to $247.0400 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. The sale price reported in column 4 of Table 1 represents the average sale price of the shares sold ranging from $247.0500 to $247.8650 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. The sale price reported in column 4 of Table 1 represents the average sale price of the shares sold ranging from $248.0550 to $249.0500 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. The sale price reported in column 4 of Table 1 represents the average sale price of the shares sold ranging from $249.1400 to $250.0700 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. The sale price reported in column 4 of Table 1 represents the average sale price of the shares sold ranging from $250.1500 to $250.7500 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.
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).
X
 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 CA 94403
(City) (State) (Zip)
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
3. Date of Earliest Transaction (Month/Day/Year)
09/18/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
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 09/18/2025 S(1) 860 D $246.7978(2) 83,786 D
Common Stock 09/18/2025 S(1) 1,461 D $247.4744(3) 82,325 D
Common Stock 09/18/2025 S(1) 1,876 D $248.6409(4) 80,449 D
Common Stock 09/18/2025 S(1) 2,480 D $249.7518(5) 77,969 D
Common Stock 09/18/2025 S(1) 858 D $250.2753(6) 77,111 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. Automatic sale pursuant to a 10b5-1 Trading Plan adopted by the Reporting Person on October 15, 2024.
2. The sale price reported in column 4 of Table 1 represents the average sale price of the shares sold ranging from $246.0500 to $247.0400 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.
3. The sale price reported in column 4 of Table 1 represents the average sale price of the shares sold ranging from $247.0500 to $247.8650 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.
4. The sale price reported in column 4 of Table 1 represents the average sale price of the shares sold ranging from $248.0550 to $249.0500 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.
5. The sale price reported in column 4 of Table 1 represents the average sale price of the shares sold ranging from $249.1400 to $250.0700 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.
6. The sale price reported in column 4 of Table 1 represents the average sale price of the shares sold ranging from $250.1500 to $250.7500 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.
Remarks:
By: Winston King, Attorney-in-Fact For: Jeffrey Elliott Cooper 09/22/2025
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

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

He reported five automatic sales of common stock on 09/18/2025 under a 10b5-1 plan, totaling 7,535 shares.

Were the insider sales pre-arranged or ad hoc?

The Form 4 states the sales were automatic pursuant to a 10b5-1 trading plan adopted October 15, 2024.

At what prices were the GWRE shares sold?

The filing reports average sale-price ranges for tranches from about $246.05 to $250.75 per share, with detailed ranges provided for each tranche.

How many shares does the CFO own after the reported transactions?

The filing reports 77,111 shares beneficially owned following the reported transactions.

Who signed the Form 4 for the reporting person?

The Form 4 was signed by Winston King, Attorney-in-Fact for Jeffrey Elliott Cooper on 09/22/2025.