Guidewire Software Inc
For the period ended Oct 31, 2024. Filed Dec 6, 2024.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Oct 31, 2024 · Filed Dec 6, 2024
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Item 5. Other Information
During the three months ended October 31, 2024, our officers and directors listed below adopted Rule 10b5-1 trading arrangements intended to satisfy the affirmative defense of Rule 10b5-1(c) promulgated under the Exchange Act. The details of these arrangements are as follows:
| Name and Title | Action | Date | Number of Shares to be Sold |
|---|---|---|---|
| Jeff Cooper, Chief Financial Officer | Adopted(1) | October 15, 2024 | Up to 18,000(3) |
| Michael C. Keller, Chairman | Adopted(2) | October 15, 2024 | Up to 4,647 |
| Winston King, Chief Administrative Officer, General Counsel, and Secretary | Adopted(1) | October 15, 2024 | Up to 21,000(3) |
| John Mullen, President | Adopted(1) | October 15, 2024 | Up to 36,000 |
| Mike Rosenbaum, Chief Executive Officer | Adopted(1) | October 15, 2024 | Up to 71,400 |
(1) Intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) with sales occurring periodically from the estimated selling start date of January 15, 2025 and continuing through the earlier of the execution of all trading orders pursuant to the plan and December 31, 2025.
(2) Intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) with sales occurring periodically from the estimated selling start date of January 15, 2025 and continuing through the earlier of the execution of all trading orders pursuant to the plan and June 30, 2025.
(3) This number represents an estimate of the maximum number of shares of common stock that may be sold pursuant to the trading plan, based on an assumed 40% tax withholding rate and the maximum payout of PSUs that have not yet achieved or vested. The actual number of shares sold will depend on the satisfaction of the conditions specified in the plan and the final tax withholding requirements at the time of sale.
In addition to sales under Rule 10b5-1(c) plans, pursuant to the terms of our equity incentive plans and awards thereunder, shares are sold at vesting to cover the holder’s tax liability associated with the vesting of such RSUs and PSUs.
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