{"url_path":"/sec/gwre/10-q/2026/item-5","section_key":"item-5","section_title":"Item 5 Other Information","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-06-05","source_url":"https://www.sec.gov/Archives/edgar/data/1528396/0001528396-26-000027-index.html","accession_number":"0001528396-26-000027","cik":"0001528396","ticker":"GWRE","issuer_name":"Guidewire Software, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1528396/0001528396-26-000027-index.html","primary_entity_key":"0001528396","primary_entity_name":"Guidewire Software, Inc."},"word_count":376,"has_tables":true,"body_markdown":"ITEM 5.Other Information\n\nDuring the three months ended April 30, 2026, the following Section 16 officers adopted, modified or terminated “Rule 10b5-1 trading arrangements” intended to satisfy the affirmative defense of Rule 10b5-1(c) promulgated under the Exchange Act, as follows:\n\nName and Title\nAction\nDate of Action\nNumber of Shares to be Sold\n\nJeff Cooper, Chief Financial Officer\n\nTermination (1)\nFebruary 5, 2026\nUp to 35,894 (1)\n\nJeff Cooper, Chief Financial Officer\n\nAdoption (2)\nMarch 20, 2026\nUp to 16,760 (3)\n\nWinston King, Chief Administrative Officer, General Counsel, and Secretary\n\nAmendment (4)\nApril 9, 2026\nUp to 25,691 (3)\n\n(1) Mr. Cooper terminated his Rule 10b5-1 trading arrangement, which was originally adopted on October 14, 2025. The aggregate number of shares reported in this table represents the total shares originally authorized for potential sale under the arrangement prior to its termination.\n\n(2) Intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) with sales occurring periodically from the estimated selling start date of June 22, 2026 and continuing through the earlier of the execution of all trading orders pursuant to the plan and December 31, 2026.\n\n(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.\n\n(4) Intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) with sales occurring periodically from the estimated selling start date of July 9, 2026 and continuing through the earlier of the execution of all trading orders pursuant to the plan and December 31, 2026. The amendment changed the price limits for sales, number of shares to sell, and the timing of sales under the trading arrangement originally adopted on October 14, 2025.\n\nIn 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.\n\n76\n\n[Table](#i48de9210759448b88a61ecf72aa4034d_7)[of Contents](#i48de9210759448b88a61ecf72aa4034d_7)"}