Guidewire Software, Inc. — Director's Dealing 2023

Sep 15, 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: Mullen John P (President & CRO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-09-13	Common Stock	A	31869	—	Acquired	159345	Direct
2023-09-15	Common Stock	M	4087	—	Acquired	163432	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-09-13	Performance Shares	$0	A	31869	Acquired	2033-09-13	Common Stock (31869)	Direct
2023-09-15	Performance Shares	$0	M	4087	Disposed	2032-09-15	Common Stock (4087)	Direct

Footnotes

F1: These 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 were set on the grant date.

F2: 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 216 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.