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

Rhea-AI Filing Summary

Guidewire Software (GWRE) insider James Winston King received a grant of performance-based equity. On 09/11/2025 Mr. King was awarded 5,687 performance shares that will convert into 5,687 shares of common stock if performance and continued employment conditions are met. The awards cliff vest based on the average results of three one-year performance periods and require continued employment through September 15, 2028. The grant reports $0 as the conversion/exercise price and shows Mr. King beneficially owning 42,329 shares following the transaction. The Form 4 is signed 09/15/2025.

Positive

• 5,687 performance shares were granted, creating clear performance-based incentives
• Cliff vesting tied to three one-year performance periods aligns executive retention with multi-year performance
• Post-transaction beneficial ownership disclosed (42,329 shares), showing insider stake

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: A standard performance-based executive grant tying pay to multi-year company targets; governance impact is routine.

The filing documents a time- and performance-contingent equity award to a senior officer. The cliff vesting structure through September 15, 2028 aligns long-term retention with multi-year performance measures set at grant. The award size (5,687 performance shares) is disclosed along with post-transaction beneficial ownership of 42,329 shares, which helps assess insider skin in the game.

Compensation Analyst

TL;DR: A typical performance-share grant with zero stated exercise price; compensation impact appears non-cash until vesting.

The reported grant shows 5,687 performance shares with an indicated $0 conversion price and cliff vesting tied to three one-year performance periods. Because vesting depends on both performance averages and continued employment, the award represents potential future dilution only if targets are met and shares vest.

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^*

King James Winston

(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 Admin Officer, Gen Couns

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		5,687	A	$0	42,329	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		5,687		(1)	09/11/2035	Common Stock	5,687	$0	5,687	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:

	/s/ James Winston King	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 transaction did Guidewire Software (GWRE) report on this Form 4?

The filing reports a grant of 5,687 performance shares to reporting person James Winston King dated 09/11/2025.

When do the awarded performance shares vest for GWRE insider James Winston King?

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

How many GWRE shares does James Winston King beneficially own after the reported transaction?

Following the reported transaction, Mr. King beneficially owns 42,329 shares of Guidewire common stock.

What price is listed for the performance shares in the Form 4?

The Form 4 shows a conversion/exercise price of $0 for the reported performance shares.

Who signed the Form 4 and when was it signed?

The Form 4 is signed by /s/ James Winston King with a signature date of 09/15/2025.