[Form 3] GUIDEWIRE SOFTWARE, INC. Initial Statement of Beneficial Ownership

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08/06/2025 - 06:53 PM

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Peterson David Franklin

(Last)

(First)

(Middle)

C/O GUIDEWIRE SOFTWARE, INC.

970 PARK PL, SUITE 200

(Street)

SAN MATEO

94403

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/24/2025

3. Issuer Name and Ticker or Trading Symbol
Guidewire Software, Inc. [ GWRE ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Accounting Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	11,953	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Performance Shares	⁽¹⁾	09/13/2033	Common Stock	3,199	$0	D
Performance Shares	⁽²⁾	09/15/2032	Common Stock	2,766	$0	D

Explanation of Responses:

1. 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 are set up front at the time of the grant.

2. 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 9/15/2023, that 101.8% of the performance conditions against the FY23 ARR targets were met resulting in an increase of 36 PSUs earned by the Reporting Person in addition to the original grant amount of 4,130. 33% of Part 1 vested immediately thereafter. 33% of Part 1 vested at the end of Year 2 (9/15/2024), and 33% of Part 1 will vest at the end of Year 3 (9/15/2025). At the end of Year 3 (9/15/2025), 50% of the PSU award (Part 2) will be determined based on performance against the FY25 ARR targets.

Remarks:

	By: Winston King, Attorney-in-Fact for David Franklin Peterson	08/06/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

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