Guidewire Software, Inc.

The following describes each element of ourexecutive compensation program, the rationale for each and how compensation amounts and awards are determined.

Base Salary

We provide our executive officers, including the NEOs, with base salaries to compensate them for their day-to-day responsibilities. Generally, the initial base salaries of our executive officers are established through arm’s-length negotiation at the time the individual executive officer is hired, taking into account his or her qualifications, experience, and comparable market data.

Thereafter, the Compensation Committee reviews and recommends adjustments, as necessary or appropriate, to the base salaries of our executive officers on an annual basis. In doing so, the Compensation Committee exercises its judgment and discretion and considers several factors, including our overall financial and operational results for the prior fiscal year, the performance of the individual executive officer, the executive officer’s potential to contribute to our long-term strategic goals, her or his role and scope of responsibilities within our Company, her or his individual experience and skills, the executive officer’s compensation as compared to similarly situated executives in our peer group, and the input of our CEO. No specific formula is applied to determine the weight of each criterion.

In September 2025, the Compensation Committee reviewed the base salaries of certain of our executive officers and management, including our NEOs, and adjusted the base salaries for certain of our NEOs. The Compensation Committee took into account our peer group’s base salaries for similarly situated executives as one factor in determining base salaries for our NEOs and also considered other factors as described above. Accordingly, the Compensation Committee approved increases to certain NEOs’ annual base salaries for fiscal year 2026 as follows:

(1)Amounts in this table for both fiscal years 2025 and 2026 reflect the annualized base salary rates approved by the Compensation Committee. Because these adjustments took effect mid-year, the actual base salary earned by our NEOs during Fiscal Year 2025 and Fiscal Year 2026 differs from these annualized rates and is reported in the “Salary” column of the Summary Compensation Table. All fiscal year base salaries first became effective on November 1 of the respective years.

(2)For fiscal year 2026, the Compensation Committee approved a market-based adjustment to Mr. Cooper’s base salary to better align with competitive market practices.

(3)For fiscal year 2026, the Compensation Committee approved an increase in Mr. Peterson’s base salary following his then recent appointment as the Company’s principal accounting officer effective July 24, 2025.

Senior Executive Incentive Bonus Plan

Our senior executive incentive bonus plan (“Bonus Plan”) applies to certain key executives, including all the NEOs. The Bonus Plan provides for bonus payments based upon the attainment of performance targets established by the Compensation Committee related to financial and operational metrics with respect to the Company and its subsidiaries (the “Performance Goals”).

Any bonuses paid under the Bonus Plan are based upon objectively determinable bonus formulas that tie such bonuses to one or more performance targets relating to the Performance Goals. The bonus formulas are adopted in each annual performance period by the Compensation Committee and communicated to each executive officer. No bonuses shall be paid under the Bonus Plan unless and until the Compensation Committee makes a determination with respect to the attainment of the performance objectives. Notwithstanding the foregoing, we can adjust or pay bonuses under the Bonus Plan based on achievement of individual performance goals or pay bonuses (including, without limitation, discretionary bonuses) to executive officers under the Bonus Plan based upon such other terms and conditions as the Compensation Committee may in its discretion determine.

Each executive officer participating in the Bonus Plan has a targeted bonus opportunity set for each performance period. The Performance Goals will be measured at the end of each performance period after our financial reports have been published or such other appropriate time as the Compensation Committee determines. If the Performance Goals are met, payments will be made as soon as practicable following the end of each performance period. Subject to the rights contained in any agreement between the executive officer and the Company, an executive officer must be employed by the Company on the bonus payment date in order to be eligible to receive a bonus payment.

Target Bonus Opportunities

In September 2025, the Compensation Committee reviewed the target bonus opportunities of our executive officers and management team, including the NEOs, in view of their performance during fiscal year 2025 and considered several factors, including our peer group’s short-term incentive bonus target opportunity for similarly situated executives, our Company’s overall financial and operational results for the prior fiscal year, the performance of the individual executive officer, the executive officer’s potential to contribute to our long-term strategic goals, his or her role and scope of responsibilities within our Company, his or her individual experience and skills, the Compensation Committee’s understanding of competitive market practices for annual bonuses and the recommendations of our CEO (for NEOs other than himself).

As a result, with the exception of an increase for Mr. Peterson as shown below, our Compensation Committee did not change the target bonus opportunities for our NEOs for fiscal year 2026.

(1)For fiscal year 2026, the Compensation Committee approved an increase in Mr. Peterson’s target bonus opportunity following his appointment as the Company’s principal accounting officer effective July 24, 2025.

For our NEOs, 100% of each such executive officer’s fiscal year 2026 bonus was based on our Company’s performance during fiscal year 2026 as measured against the corporate financial and operational metrics described below (the “Company Performance Factor”). The Compensation Committee determined this allocation to be appropriate because it linked each executive officer’s potential bonus opportunity to corporate performance, thereby motivating him or her to focus his or her efforts on successfully executing our annual operating plan. The formula for the bonus calculation was as follows: