Guidewire Software, Inc.

For the period ended Dec 15, 2025. Filed Oct 30, 2025.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Dec 15, 2025 · Filed Oct 30, 2025

GWRE$161.41-3.5%Stored close · as of Nov 6, 2026

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒	Definitive Proxy Statement
☐	Definitive Additional Materials
☐	Soliciting Material under §240.14a-12

GUIDEWIRE SOFTWARE, INC.

(Name of registrant as specified in its charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
☒	No fee required
☐	Fee paid previously with preliminary materials
☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

	GUIDEWIRE SOFTWARE, INC.970 Park Pl, Suite 200, San Mateo, California 94403
		Notice of Annual Meetingof StockholdersTo Our Stockholders:You are cordially invited to attend the 2025 annual meeting of stockholders of Guidewire Software, Inc. (the “Company”) to be held on Monday, December 15, 2025, at 1:30 p.m. Pacific Time. The 2025 annual meeting of stockholders will be held via live audio webcast at www.virtualshareholdermeeting.com/GWRE2025.We are holding the annual meeting for the following purposes:1.To elect eight directors to serve for one-year terms expiring at the 2026 annual meeting of stockholders;2.To ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending July 31, 2026;3.To conduct a non-binding, advisory vote to approve the compensation of our named executive officers; and4.To transact such other business as may properly come before the annual meeting or at any and all adjournments, continuations or postponements thereof.If you owned our common stock at the close of business on October 20, 2025, you may attend and vote at the annual meeting.On or about October 30, 2025, we expect to mail to our stockholders a Notice of Internet Availability of Proxy Materials containing instructions on how to access our Proxy Statement and 2025 Annual Report on Form 10-K.Our Proxy Statement and 2025 Annual Report on Form 10-K can also be accessed directly at www.proxyvote.com using the 16-digit control number located on your proxy card or in the instructions accompanying your proxy materials.Thank you for your ongoing support of Guidewire.Sincerely,MIKE ROSENBAUMChief Executive OfficerSan Mateo, CaliforniaOctober 30, 2025
	1:30 P.M.Pacific Time
	Online only via live audio webcast
Your vote is important.Whether or not you plan to attend the annual meeting, we hope that you will vote as soon as possible. You may vote your shares over the Internet or, if you receive printed proxy materials, you may vote by a toll free telephone number, over the Internet, or by completing, signing, dating, and returning your proxy card or voting instruction card in the envelope provided. Any stockholder attending the annual meeting may vote by Internet during the meeting, even if you have already returned a proxy card or voting instruction card.

Table of Contents

Proxy Summary	1
General Information	3
Questions and Answers About the Annual Meeting, the Proxy Materials, and Voting Your Shares	3
Proposal One: Election of Directors	9
Proposal Two: Ratification of Appointment of Independent Registered Public Accounting Firm	16
Audit Committee Report	18
Proposal Three: Advisory Vote on Compensation of Named Executive Officers	19
Information About the Board and Corporate Governance	20
Meetings of the Board	20
Listening to Our Stockholders	21
Stockholder Communications with the Board	21
Code of Business Conduct and Ethics	21
Independence of the Board	21
Structure of the Board	21
Executive Sessions	22
Director Attendance at Annual Stockholder Meetings	22
Board’s Role in Risk Oversight	22
Compensation Plans Risk Assessment	22
Whistleblower Procedures	22
Committees of the Board	23
Consideration of Director Nominees	26
Succession Planning	26
Sustainability and Our People	27
Executive Officers	30
Information Regarding Compensation of Directors and Executive Officers	32
Director Compensation	32
Stock Ownership Guidelines	34
Compensation Committee Interlocks and Insider Participation	34

Compensation Committee Report	35
Compensation Discussion and Analysis	36
Executive Compensation Philosophy and Objectives	36
Compensation Program Design	36
Compensation-Setting Process	37
Executive Compensation Program Elements	41
Executive Agreements and Termination of Employment Arrangements	48
Other Compensation Policies	48
Tax and Accounting Considerations	51
2025 Summary Compensation Table	52
Grants of Plan-Based Awards in Fiscal Year 2025	53
Outstanding Equity Awards at Fiscal 2025 Year End	55
Options Exercises and Stock Vested During Fiscal Year 2025	57
Post-Employment Compensation	58
Potential Payments Upon Termination or Change In Control	60
CEO Pay Ratio	62
Pay Versus Performance	63
Equity Compensation Plan Information	68
Ownership of Guidewire Software, Inc. Common Stock	69
Delinquent Section 16(a) Reports	71
Certain Relationships and Related Party Transactions	72
Transactions with Our Executive Officers and Directors	72
Policies and Procedures for Related Party Transactions	73
Additional Information	74
Appendix A: Non-GAAP Financial Measures Information	A-1

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