Form 4: Guidewire CFO Sells Shares Under 10b5-1 Plan
Insider Transaction Report
Guidewire Software's CFO, Jeffrey Elliott Cooper, sold a total of 4,104 shares of common stock in December 2025, including sales for tax obligations and under a pre-arranged 10b5-1 trading plan.
Summary
- Jeffrey Elliott Cooper, Chief Financial Officer of Guidewire Software, Inc. (GWRE), reported two transactions involving the sale of common stock.
- On December 16, 2025, Mr. Cooper sold 2,872 shares of Guidewire common stock at a price of $192.0761 per share.
- This sale was conducted by the Issuer to cover taxes associated with the settlement of Restricted Stock Units (RSUs).
- On December 18, 2025, an additional 1,232 shares of common stock were sold at a price of $195 per share.
- This second sale was an automatic transaction executed pursuant to a Rule 10b5-1 trading plan, which Mr. Cooper adopted on October 15, 2024.
- Following these transactions, Mr. Cooper beneficially owns 72,969 shares of Guidewire Software common stock directly.
Sentiment
Score: 5
Explanation: The sentiment is neutral. While insider selling can sometimes be viewed negatively, these sales are explained as routine (tax obligations and a pre-arranged 10b5-1 plan), which mitigates any strong negative interpretation. There are no positive catalysts in this filing.
Positives
- The sale of 1,232 shares was executed under a pre-arranged 10b5-1 trading plan, indicating a planned and transparent transaction rather than an immediate reaction to market conditions.
Negatives
- Insider selling, even if planned or for tax purposes, can sometimes be perceived as a slight negative signal by investors, as it reduces the executive's direct equity stake in the company.
Future Outlook
This filing does not contain any forward-looking statements or guidance regarding the company's future performance or outlook.
Industry Context
This Form 4 filing details routine insider stock transactions, which are common for executives managing their equity compensation and personal financial planning. Such transactions are typical across various industries, particularly when executives receive equity awards like Restricted Stock Units (RSUs) that vest over time.
Stakeholder Impact
- Shareholders: The transactions represent a minor reduction in the CFO's direct ownership stake. Given the routine nature of the sales (tax and 10b5-1 plan), the direct impact on shareholder confidence is likely minimal.
Key Dates
| Date | Description |
|---|---|
| 10/15/2024 | Date Reporting Person adopted the 10b5-1 Trading Plan. |
| 12/16/2025 | Sale of 2,872 shares of common stock to cover taxes associated with RSU settlement. |
| 12/18/2025 | Automatic sale of 1,232 shares of common stock pursuant to a 10b5-1 Trading Plan. |
Recommendation
holdThis Form 4 filing details routine insider stock sales by the CFO for tax purposes and under a pre-arranged 10b5-1 plan. Such transactions are common and generally do not indicate a change in the company's fundamental outlook or warrant a strong buy or sell recommendation based solely on this information. Investors should consider broader company performance and market trends.
Keywords
Guidewire Software, GWRE, Jeffrey Elliott Cooper, CFO, Insider Trading, Form 4, Stock Sale, 10b5-1 Plan, Restricted Stock Units, Executive Compensation
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