Michael George Rosenbaum - Sep 15, 2024 Form 4 Insider Report for Guidewire Software, Inc. (GWRE)

Role: Chief Executive Officer, Director
Signature: By: Winston King, Attorney-in-Fact for Michael George Rosenbaum
Stock symbol: GWRE
Transactions as of: Sep 15, 2024
Transactions value $: $0
Form type: 4
Date filed: 9/17/2024, 08:50 PM
Previous filing: Sep 13, 2024
Next filing: Sep 18, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	GWRE	Common Stock	Options Exercise	$0	+24.6K	+8.91%	$0.00	301K	Sep 15, 2024	Direct
transaction	GWRE	Common Stock	Options Exercise	$0	+10.1K	+3.36%	$0.00	311K	Sep 15, 2024	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	Options Exercise	$0	-24.6K	-100%	$0.00	0	Sep 15, 2024	Common Stock	24.6K	$0.00	Direct	F1
transaction	GWRE	Performance Shares	Options Exercise	$0	-10.1K	-20.21%	$0.00	39.9K	Sep 15, 2024	Common Stock	10.1K	$0.00	Direct	F2

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

Explanation of Responses:

Id	Content
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 7, 2022, that 122% of the performance conditions were met resulting in an increase of 3,876 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. 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 176 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 537 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

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 3,876 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. 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 176 PSUs earned by the Reporting Person.

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 537 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.