Guidewire Software, Inc. — Director's Dealing 2024

Sep 18, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Guidewire Software, Inc. (GWRE)
CIK: 0001528396
Period of Report: 2024-09-15

Reporting Person: Cooper Jeffrey Elliott (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2024-09-17	Common Stock	M	10827	—	Acquired	89029	Direct
2024-09-17	Common Stock	M	4672	—	Acquired	93701	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2024-09-15	Performance Shares	$0	M	10827	Disposed	2031-09-14	Common Stock (10827)	Direct
2024-09-15	Performance Shares	$0	M	4672	Disposed	2032-09-15	Common Stock (4672)	Direct

Footnotes

F1: 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. On September 11, 2024, the Compensation Committee of the Board of Directors determined that 99% of the performance-based conditions were met resulting in a decrease of 78 PSUs earned by the Reporting Person.

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 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.