John P. Mullen - 13 Sep 2023 Form 4 Insider Report for Guidewire Software, Inc. (GWRE)

Role: President & CRO
Signature: By: Winston King, Attorney-in-Fact for John P. Mullen
Issuer symbol: GWRE
Transactions as of: 13 Sep 2023
Net transactions value: $0
Form type: 4
Filing time: 15 Sep 2023, 17:58:16 UTC
Previous filing: 20 Jun 2023
Next filing: 20 Sep 2023
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	GWRE	Common Stock	Award	$0	+31,869	+25%	$0.000000	159,345	13 Sep 2023	Direct
transaction	GWRE	Common Stock	Options Exercise	$0	+4,087	+2.6%	$0.000000	163,432	15 Sep 2023	Direct

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	GWRE	Performance Shares	Award	$0	+31,869		$0.000000	31,869	13 Sep 2023	Common Stock	31,869	$0.000000	Direct	F1
transaction	GWRE	Performance Shares	Options Exercise	$0	-4,087	-17%	$0.000000	20,221	15 Sep 2023	Common Stock	4,087	$0.000000	Direct	F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
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.

Content

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.

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.