Michael George Rosenbaum, Chief Executive Officer and Director of Guidewire Software, Inc. (NYSE:GWRE), filed a Form 4 on September 15, 2026, reporting the vesting and acquisition of 123,074 shares of common stock through the settlement of performance shares.

Key Highlights

  • Transaction date: September 15, 2026, when time-based vesting conditions were met for 123,074 performance shares.
  • Acquisition price: Shares were acquired at $0 per share via an "M" (exercise or conversion) transaction code.
  • Performance outcome: The Compensation Committee determined on September 9, 2026, that 236% of the performance conditions were met.
  • Additional PSUs earned: The 236% achievement resulted in an increase of 70,924 PSUs earned by the reporting person beyond the base award.
  • Post-transaction ownership: Rosenbaum directly beneficially owned 353,156 shares of common stock following the reported transaction.
  • Derivative position: Following settlement, the reported performance share position stands at 0 remaining derivative securities.

Guidewire CEO Performance Share Cliff Vesting and Resulting Ownership

According to the filing, the performance shares subject to this transaction "cliff vested at the end of the three-year performance period based on the average performance of the three one-year performance periods." The Compensation Committee of Guidewire Software, Inc. determined on September 9, 2026, that 236% of the performance conditions were met, and on September 15, 2026, the time-based vesting requirement was also satisfied, triggering the settlement.

The filing discloses that 123,074 shares of common stock were acquired by Rosenbaum at a price of $0 under transaction code "M," representing the conversion of performance shares into common stock. The performance share award originally carried an expiration date of September 13, 2033, and underlying shares consisted of common stock. As a result of the 236% performance attainment, the filing notes an increase of 70,924 PSUs earned by the reporting person above the base number.

Following the reported transaction, Rosenbaum directly held 353,156 shares of Guidewire Software common stock, according to the filing. The Form 4 was signed by Winston King, Attorney-in-Fact for Michael George Rosenbaum, and filed on September 15, 2026. Rosenbaum is identified in the filing as both a Director and Chief Executive Officer of Guidewire Software, Inc.

What Was Disclosed

The Form 4 filed September 15, 2026, reports the vesting and settlement of 123,074 performance shares held by Guidewire Software CEO Michael George Rosenbaum, resulting in direct beneficial ownership of 353,156 shares of common stock following a 236% performance condition determination.