Guidewire awards 8,034 shares to top lawyer

Guidewire Software, Inc. (GWRE) reported that Chief Admin Officer and General Counsel James Winston King received an award of 8,034 Performance Shares on September 11, 2026, representing rights to acquire 8,034 shares of Common Stock.

Rhea-AI Filing Summary

Guidewire Software, Inc. (GWRE) reported that Chief Admin Officer and General Counsel James Winston King received an award of 8,034 Performance Shares on September 11, 2026, representing rights to acquire 8,034 shares of Common Stock. The filing also reports an acquisition of 8,034 shares of Common Stock, bringing his directly held Common Stock to 38,052 shares. These Performance Shares cliff vest based on three one-year financial performance periods and require continued employment through September 15, 2029, with an expiration date of September 11, 2036. No Rule 10b5-1 trading plan is reported for these awards.

Insider Trade Summary

Grant/Award: 16,068 shares

Grant/Award 2 txns

Insider King James Winston

Role Chief Admin Officer, Gen Couns

Type	Security	Shares	Price	Value
Grant/Award	Performance Shares F1	8,034	$0.00	$0.00
Grant/Award	Common Stock	8,034	$0.00	$0.00

Holdings After Transaction: Performance Shares — 8,034 contracts (Direct); Common Stock — 38,052 shares (Direct)

Footnotes (1)

1. F1. 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, 2029. One-year financial targets for each of the three performance measurement periods are set up front at the time of the grant.

Key Figures

Performance Shares granted: 8,034 Performance Shares Underlying Common Stock: 8,034 shares Common Stock acquired: 8,034 shares +4 more

7 metrics

Performance Shares granted 8,034 Performance Shares Grant to James Winston King on September 11, 2026

Underlying Common Stock 8,034 shares Shares of Common Stock underlying the Performance Shares

Common Stock acquired 8,034 shares Award-acquired Common Stock reported as a non-derivative transaction

Common Stock holdings after transaction 38,052 shares Direct ownership of Common Stock by James Winston King after the award

Exercise or conversion price $0.00 per share Conversion or exercise price for the 8,034 Performance Shares

Performance Shares vesting end date September 15, 2029 Cliff vesting date subject to performance and continued employment

Performance Shares expiration date September 11, 2036 Expiration date for the Performance Shares award

Key Terms

Performance Shares, cliff vest, performance period, one-year financial targets

4 terms

Performance Shares financial

"These Performance Shares cliff vest at the end of the three-year performance period"

Performance shares are a type of company stock given to executives or employees that only become theirs if the company meets specific goals, like hitting certain profits or growth targets. They motivate leaders to work toward the company’s success, because their additional shares depend on achieving these results.

cliff vest financial

"These Performance Shares cliff vest at the end of the three-year performance period"

A cliff vest is a schedule for stock options or restricted shares where no ownership rights are earned until a fixed date, after which a set portion becomes fully owned all at once — like a probation period that suddenly unlocks pay. Investors watch cliff vests because they influence when insiders can sell shares, affect staff retention and dilution timing, and help predict short-term changes in a company’s shareholder makeup.

performance period financial

"at the end of the three-year performance period based on the average performance"

The performance period is the specific time span over which an investment’s results, an employee’s targets, or a fund’s returns are measured and judged. It matters to investors because the length and start/end of that window determine which gains or losses count toward performance fees, bonus payouts, or benchmark comparisons—much like timing a race decides who wins, the chosen period can change whether results look strong or weak.

one-year financial targets financial

"One-year financial targets for each of the three performance measurement periods"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What equity award did Guidewire (GWRE) grant to James Winston King on September 11, 2026?

Guidewire granted 8,034 Performance Shares to Chief Admin Officer and General Counsel James Winston King on September 11, 2026. Each Performance Share relates to one share of Common Stock, for a total underlying amount of 8,034 shares.

How many Guidewire (GWRE) common shares does James Winston King hold after this Form 4?

After the reported transactions, James Winston King directly holds 38,052 shares of Common Stock of Guidewire Software, Inc., according to the Form 4 disclosure.

What are the vesting conditions for the 8,034 Performance Shares reported for GWRE?

The 8,034 Performance Shares cliff vest at the end of a three-year performance period, based on the average performance of three one-year performance periods and continued employment through September 15, 2029. One-year financial targets for each period are set at the time of grant.

When do the reported Guidewire (GWRE) Performance Shares expire?

The reported Performance Shares have an expiration date of September 11, 2036, as disclosed in the Form 4 filing for Guidewire Software, Inc.

Were the GWRE transactions made under a Rule 10b5-1 trading plan?

No. The Form 4 indicates that the Rule 10b5-1 checkbox is not affirmed, and there is no footnote stating that the transactions were made pursuant to a Rule 10b5-1 trading plan.

What is the exercise or conversion price for the GWRE Performance Shares?

The Form 4 shows a conversion or exercise price of $0.00 per share for the 8,034 Performance Shares, reflecting that they are an equity award rather than a market purchase.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/14/2026 - 04:59 PM Accepted by SEC EDGAR 09/14/2026 - 04:53 PM Learn about SEC filing dates

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).

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 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 Admin Officer, Gen Couns

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/11/2026

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	09/11/2026		A		8,034	A	$0	38,052	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	09/11/2026		A		8,034		(1)	09/11/2036	Common Stock	8,034	$0	8,034	D

Explanation of Responses:

1. 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, 2029. 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	09/14/2026
	** 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)