[Form 4] Guidewire Software, Inc. Insider Trading Activity

Rhea-AI Filing Summary

John P. Mullen, President and Director of Guidewire Software, Inc. (GWRE), reported the grant and acquisition of 15,795 performance shares on 09/11/2025 with no cash price. The filing shows 15,795 underlying common shares associated with those performance shares and reports 156,284 shares of common stock beneficially owned following the non-derivative transaction.

The performance shares cliff vest at the end of a three-year performance period based on the average of three one-year performance periods and require continued employment through September 15, 2028. One-year financial targets for each performance period were set at grant. The Form 4 was signed by Winston King as attorney-in-fact on 09/15/2025.

Positive

• Grant of 15,795 performance shares to John P. Mullen reported on 09/11/2025
• Clear vesting conditions disclosed: three-year performance period with continued employment required through September 15, 2028

Negative

• None.

Insights

Securities Analyst

TL;DR: Officer received 15,795 performance shares that cliff vest after a three-year performance period ending Sept 15, 2028.

The reported grant is a compensation-related equity award disclosed under Section 16. The award is structured as performance shares with cliff vesting contingent on averaged annual performance targets and continued employment. The transaction is recorded at $0 price, indicating a performance-based grant rather than a market purchase. The filing increases reported beneficial ownership metrics by the stated amounts and is routine for senior executives.

Corporate Governance Expert

TL;DR: Governance disclosure shows standard performance-based executive equity grant with multi-year vesting and pre-set targets.

The Form 4 clearly describes the vesting mechanics: a three-year performance measurement with one-year targets established at grant and a cliff vesting date requiring employment through September 15, 2028. Such structure aligns executive compensation with multi-period performance goals; the filing is a standard, material disclosure of insider compensation but does not, by itself, indicate changes to control or material corporate events.

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^*

Mullen John P

(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)
	President

3. Date of Earliest Transaction (Month/Day/Year)
09/11/2025

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	09/11/2025		A		15,795	A	$0	156,284	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	09/11/2025		A		15,795		(1)	09/11/2035	Common Stock	15,795	$0	15,795	D

Explanation of Responses:

1. These Performance Shares cliff vest at the end of the three-year performance period based on the average performance of the three one-year performance periods and continued employment through September 15, 2028. One-year financial targets for each of the three performance measurement periods are set up front at the time of the grant.

Remarks:

	By: Winston King, Attorney-in-Fact for John P. Mullen	09/15/2025
	** 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.

FAQ

What did John P. Mullen disclose on the Form 4 for GWRE?

He disclosed the acquisition of 15,795 performance shares on 09/11/2025, with the shares reported at a $0 price and additional beneficial ownership of 156,284 common shares following the non-derivative transaction.

When do the performance shares vest for GWRE officer John P. Mullen?

The performance shares cliff vest at the end of a three-year performance period based on the average of three one-year performance periods and require continued employment through September 15, 2028.

How many underlying common shares are associated with the performance award?

The award covers 15,795 underlying common shares, and 15,795 derivative securities are reported as beneficially owned following the transaction.

Was there a cash price paid for the performance shares reported on the Form 4?

No cash price is reported; the transaction is recorded at a $0 price in the filing.

Who signed the Form 4 for John P. Mullen and when?

The Form 4 was signed by Winston King, Attorney-in-Fact, on 09/15/2025.