and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of the general incorporation language of such filing, except as shall be expressly set forth by specific reference in such filing.

Chief Accounting Officer — David Peterson: The departure is a planned retirement of the principal accounting officer with a named successor (the CFO) expected to assume the duties, indicating an orderly succession rather than a sudden loss.

Director — Alexander Vollert: Dr. Alexander Vollert was appointed as a director of the Board, effective August 1, 2026.

and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of the general incorporation language of such filing, except as shall be expressly set forth by specific reference in such filing.

and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of the general incorporation language of such filing, except as shall be expressly set forth by specific reference in such filing.

Other Events. On January 8, 2026, Guidewire Software, Inc. (the “Company”) issued a press release announcing that it has completed its share repurchase program previously authorized in September 2022 and that, effective immediately, its board of directors (the “Board”) has approved a new share repurchase program pursuant to which the Company may purchase up to $500.0 million of its outstanding shares of common stock, par value $0.0001 per share (the “Common Stock”). A copy of the press releas…

and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of the general incorporation language of such filing, except as shall be expressly set forth by specific reference in such filing.

and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of the general incorporation language of such filing, except as shall be expressly set forth by specific reference in such filing.

Principal Accounting Officer — David Peterson: The filing discloses the internal promotion of the Chief Accounting Officer to Principal Accounting Officer, which is a standard succession event rather than a departure.

and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of the general incorporation language of such filing, except as shall be expressly set forth by specific reference in such filing.

and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of the general incorporation language of such filing, except as shall be expressly set forth by specific reference in such filing.

Director — Jeff Sloan: The filing discloses the appointment of a new independent director, which is a standard board composition update and not an executive departure.

Other Events. During the period from December 12, 2024 through December 19, 2024, Guidewire Software, Inc. entered into transactions with certain holders of its outstanding 1.25% Convertible Senior Notes due March 2025 (the “2025 Notes”) to retire approximately $100.0 million aggregate principal amount of the 2025 Notes for aggregate cash consideration of approximately $153.5 million (the “Partial Retirement”), which includes accrued interest. The Partial Retirement was settled on December 17…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information contained in

Entry into a Material Definitive Agreement. On December 2, 2024, Guidewire Software, Inc. (the “Company”) and certain of its subsidiaries entered into a revolving credit agreement (the “Credit Agreement”) with Bank of America, N.A., as administrative agent (the “Administrative Agent”) and certain other financial institutions from time to time thereto (with the Administrative Agent, the “Lenders”). The Credit Agreement provides for a senior secured revolving credit facility in an aggregate pri…

and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of the general incorporation language of such filing, except as shall be expressly set forth by specific reference in such filing.

The Notes were issued to the initial purchasers in reliance upon Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), in transactions not involving any public offering. The Notes were resold by the initial purchasers to persons whom the initial purchasers reasonably believe are “qualified institutional buyers,” as defined in, and in accordance with, Rule 144A under the Securities Act. Any shares of the Company’s common stock that may be issued upon conversion of t…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The disclosure set forth in

Retirement of 1.25% Convertible Senior Notes due March 2025 On October 15, 2024, the Company entered into privately negotiated transactions with certain holders of its outstanding 1.25% Convertible Senior Notes due March 2025 (the “2025 Notes”) to retire approximately $120.9 million aggregate principal amount of its 2025 Notes for aggregate cash consideration of approximately $200.5 million. The retirement is expected to close on or about October 18, 2024. Following the closing of the retirem…

Entry into a Material Definitive Agreement. Indenture and Notes On October 18, 2024, Guidewire Software, Inc. (the “Company”) issued $690,000,000 aggregate principal amount of its 1.25% Convertible Senior Notes due 2029 (the “Notes”). The Notes were issued pursuant to, and are governed by, an indenture (the “Indenture”), dated as of October 18, 2024, between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”). Pursuant to the purchase agreement between th…

Director — Mark V. Anquillare: The filing discloses the appointment of a new independent director to the board, which is a routine governance event and not a departure of a senior executive.

Results of Operations and Financial Condition. On September 5, 2024, Guidewire Software, Inc. (the "Company") issued a press release announcing unaudited financial results for the fiscal quarter and year ended July 31, 2024. A copy of the press release is attached as Exhibit 99.1. In accordance with General Instruction B.2 on Form 8-K, certain of the information in this Current Report on Form 8-K, including Exhibit 99.1, is being furnished under

Director — Marcus Ryu: The co-founder and former CEO is voluntarily stepping down from the board of directors, representing a significant loss of a key figure but not an operational executive departure.

and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934 ("Exchange Act") or otherwise subject to the liability of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, regardless of the general incorporation language of such filing, except as shall be expressly set forth by specific reference in such filing.

and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934 ("Exchange Act") or otherwise subject to the liability of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, regardless of the general incorporation language of such filing, except as shall be expressly set forth by specific reference in such filing.