King James Winston 4
4 · Guidewire Software, Inc. · Filed Sep 17, 2025
Insider Transaction Report
Form 4
King James Winston
VP, General Counsel
Transactions
- Exercise/Conversion
Performance Shares
2025-09-15−10,597→ 0 totalExercise: $0.00Exp: 2032-09-15→ Common Stock (10,597 underlying) - Exercise/Conversion
Common Stock
2025-09-15+10,597→ 52,926 total - Sale
Common Stock
2025-09-16$242.87/sh−7,149$1,736,256→ 45,777 total
Footnotes (3)
- [F1]Shares sold by Issuer to cover taxes associated with settlement of Restricted Stock Units.
- [F2]The sale price reported in column 4 of Table 1 represents the average sale price of the shares sold ranging from $242.8643 to $242.8692 per share. The reporting person will provide, upon request by the Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.
- [F3]At the end of Year 1, as to 50% of this PSU award (Part 1), the Compensation Committee of the Board of Directors (Compensation Committee) determined, on September 15, 2023, that 101.8% of the performance conditions against the FY23 ARR targets were met resulting in an increase of 123 PSUs earned by the Reporting Person. 33% of Part 1 vested immediately thereafter. 33% of Part 1 will vest at the end of Year 2, and 33% of Part 1 will vest at the end of Year 3. At the end of Year 3, as to 50% of this PSU award (Part 2), the Compensation Committee determined, on September 10, 2025, that 120% of the performance conditions against the FY25 ARR targets were met resulting in an increase of 1,377 PSUs earned by the Reporting Person. Part 2 met its time-based vesting on September 15, 2025.