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: 2023-09-15

Reporting Person: Hung Priscilla (President & COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-09-15	Common Stock	M	4671	—	Acquired	54312	Direct
2023-09-15	Common Stock	M	342	—	Acquired	54654	Direct
2023-09-15	Common Stock	M	10581	—	Acquired	65235	Direct
2023-09-15	Common Stock	M	3821	—	Acquired	69056	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-09-15	Performance Shares	$0	M	4671	Disposed	2032-09-15	Common Stock (4671)	Direct
2023-09-15	Performance Shares	$0	M	342	Disposed	2029-09-06	Common Stock (342)	Direct
2023-09-15	Performance Shares	$0	M	10581	Disposed	2030-09-09	Common Stock (10581)	Direct
2023-09-15	Performance Shares	$0	M	3821	Disposed	2031-09-14	Common Stock (3821)	Direct

Footnotes

F1: 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.

F2: On September 6, 2019, the Reporting Person was granted a target of 7,500 shares covered by restricted stock units with performance- and time-based vesting requirements. On September 9, 2020, the Compensation Committee of the Board of Directors determined that 73% of the performance-based conditions were met resulting in a reduction of 2,025 shares earned by the Reporting Person. The time-based vesting is: 1/4th vest on September 15, 2020, and 1/16th of the units vest quarterly thereafter. This award is fully vested.

F3: This PSU award is 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 473 PSUs earned by the Reporting Person. This award is fully vested.

F4: 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 7, 2022, that 122% of the performance conditions were met resulting in an increase of 2,067 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 fiscal year 2024 financial targets vesting 100% immediately thereafter.