Guidewire Software, Inc.
For the period ended Oct 31, 2025. Filed Dec 4, 2025.
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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, 2025 · Filed Dec 4, 2025
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Item 5. Other Information
During the three months ended October 31, 2025, our officers listed below adopted Rule 10b5-1 trading arrangements that are 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 of Action | Number of Shares to be Sold |
|---|---|---|---|
| Mike Rosenbaum, Chief Executive Officer | Adopted (1) | October 14, 2025 | Up to 61,200 |
| John Mullen, President | Adopted (1) | October 14, 2025 | Up to 64,800 |
| Jeff Cooper, Chief Financial Officer | Adopted (1) | October 14, 2025 | Up to 35,894 (2) |
| Winston King, Chief Administrative Officer, General Counsel, and Secretary | Adopted (3) | October 14, 2025 | Up to 21,325 (2) |
| David Peterson, Chief Accounting Officer | Adopted (4) | October 10, 2025 | Up to 3,500 |
(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 13, 2026 and continuing through the earlier of the execution of all trading orders pursuant to the plan and December 31, 2026.
(2) 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.
(3) Intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) with sales occurring periodically from the estimated selling start date of January 14, 2026 and continuing through the earlier of the execution of all trading orders pursuant to the plan and December 31, 2026.
(4) Intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) with sales occurring periodically from the estimated selling start date of March 18, 2026 and continuing through the earlier of the execution of all trading orders pursuant to the plan and October 9, 2026.
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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