Guidewire Software, Inc. — Director's Dealing 2023

Sep 16, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Guidewire Software, Inc. (GWRE)
CIK: 0001528396
Period of Report: 2023-09-13

Reporting Person: Cooper Jeffrey Elliott (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-09-13	Common Stock	A	27813	—	Acquired	77812	Direct
2023-09-15	Common Stock	M	3528	—	Acquired	81340	Direct
2023-09-15	Common Stock	M	3152	—	Acquired	84492	Direct
2023-09-15	Common Stock	M	4671	—	Acquired	89163	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-09-13	Performance Shares	$0	A	27813	Acquired	2033-09-13	Common Stock (27813)	Direct
2023-09-15	Performance Shares	$0	M	3528	Disposed	2030-09-09	Common Stock (3528)	Direct
2023-09-15	Performance Shares	$0	M	3152	Disposed	2031-09-14	Common Stock (3152)	Direct
2023-09-15	Performance Shares	$0	M	4671	Disposed	2032-09-15	Common Stock (4671)	Direct

Footnotes

F1: Accounts for transfer of shares from Reporting Person to spouse pursuant to a domestic relations order.

F2: PSUs cliff vest at the end of the three-year performance period based on the average performance of the three one-year performance periods. One-year financial targets for each of the three performance measurement periods are set up front at time of grant.

F3: These performance stock units (PSUs) are split in two halves, with vesting of each subject to the satisfaction of both performance- and time-based conditions. Performance-based conditions would be satisfied if financial targets, determined by the Issuer, are met for fiscal year 2021 for the first half and fiscal year 2023 for the second half. Since the performance-based conditions for fiscal year 2021 were achieved, the first half vested based on performance as follows: 16.6% on each of September 15, 2021, September 15, 2022, and September 15, 2023.The second half vested on September 15, 2023, based on the Compensation Committee of the Board of Directors September 13, 2023 determination that 106.3% of the performance-based conditions for fiscal year 2023 were met resulting in an increase of 158 PSUs earned by the Reporting Person.

F4: At the end of Year 1, 50% of this performance stock unit ("PSU") award will be determined based on performance against fiscal year 2022 financial targets, with the following vesting schedule: 33% vesting immediately, 33% vesting at end of Year 2, and 33% vesting at end of Year 3. On September 7, 2022, the Compensation Committee of the Board of Directors determined that 122% of the performance-based conditions were met resulting in an increase of 1,704 PSUs earned by the Reporting Person. At the end of Year 3, 50% of the PSU award will be determined based on performance against fiscal year 2024 financial targets, with the following vesting schedule: 100% vesting immediately.

F5: At the end of Year 1, as to 50% of this PSU award (Part 1), the Compensation Committee of the Board of Directors determined, on September 15, 2023, that 101.8% of the performance conditions against the FY23 ARR targets were met resulting in an increase of 249 PSUs earned by the Reporting Person. 33% of Part 1 vested immediately thereafter. 33% of Part 1 will vest at the end of Year 2, and 33% of Part 1 will vest at the end of Year 3. At the end of Year 3, 50% of the PSU award (Part 2) will be determined based on performance against the FY25 ARR targets.