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

Role: President & CRO
Signature: By: Winston King, Attorney-in-Fact for John P. Mullen
Stock symbol: GWRE
Transactions as of: Sep 13, 2023
Transactions value $: $0
Form type: 4
Date filed: 9/15/2023, 06:58 PM
Previous filing: Jun 20, 2023
Next filing: Sep 20, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	GWRE	Common Stock	Award	$0	+31.9K	+25%	$0.00	159K	Sep 13, 2023	Direct
transaction	GWRE	Common Stock	Options Exercise	$0	+4.09K	+2.56%	$0.00	163K	Sep 15, 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	+31.9K		$0.00	31.9K	Sep 13, 2023	Common Stock	31.9K	$0.00	Direct	F1
transaction	GWRE	Performance Shares	Options Exercise	$0	-4.09K	-16.81%	$0.00	20.2K	Sep 15, 2023	Common Stock	4.09K	$0.00	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.