{"url_path":"/sec/gwre/10-k/2026/item-9a","section_key":"item-9a","section_title":"Item 9A Controls and Procedures","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-09-11","source_url":"https://www.sec.gov/Archives/edgar/data/1528396/0001528396-26-000046-index.html","accession_number":"0001528396-26-000046","cik":"0001528396","ticker":"GWRE","issuer_name":"Guidewire Software, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1528396/0001528396-26-000046-index.html","primary_entity_key":"0001528396","primary_entity_name":"Guidewire Software, Inc."},"word_count":757,"has_tables":true,"body_markdown":"Item 9A.Controls and Procedures\n\nEvaluation of Disclosure Controls and Procedures\n\nOur management, with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), as of the end of the period covered by this Annual Report on Form 10-K. Based on such evaluation, our principal executive officer and principal financial officer have concluded that, as of such date, our disclosure controls and procedures were effective.\n\nManagement’s Annual Report on Internal Control Over Financial Reporting\n\nOur management is responsible for establishing and maintaining adequate internal control over our financial reporting as defined in Rule 13a-15(f) or 15d-15(f) of the Exchange Act. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, and includes those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.\n\nBecause of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.\n\nOur management assessed the effectiveness of our internal control over financial reporting as of July 31, 2026, using the criteria set forth in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment and those criteria, management concluded that our internal control over financial reporting was effective, at a reasonable level of assurance, as of July 31, 2026.\n\nOur internal control over financial reporting has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their report, which appears in Part II, Item 8 of this Annual Report on Form 10-K.\n\nInherent Limitations of Internal Controls\n\nOur management, including our principal executive officer and principal financial officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.\n\nChanges in Internal Control over Financial Reporting\n\nThere were no changes in our internal control over financial reporting during the quarter ended July 31, 2026 identified in management’s evaluation pursuant to Rules 13a-15(d) or 15d-15(d) of the Exchange Act that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. We expect to implement new customer quoting, contracting, revenue, and billing applications for our quote-to-cash process by the end of the first quarter of our fiscal year 2027. We will take the necessary steps to monitor, maintain, and modify appropriate internal control over financial reporting during this period of system change.\n\n103\n\n[Table of Content](#i8d8975fd09cd414dbd82a30a6a6530aa_7)[s](#i8d8975fd09cd414dbd82a30a6a6530aa_7)"}