Form 8-K

8-K — Guidewire Software, Inc.

Accession: 0001528396-26-000026

Filed: 2026-06-04

Period: 2026-06-04

CIK: 0001528396

SIC: 7372 (SERVICES-PREPACKAGED SOFTWARE)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — gwre-20260604.htm (Primary)

EX-99.1 (gwreex991earningsrelease43.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: gwre-20260604.htm · Sequence: 1

gwre-20260604

FALSE000152839600015283962026-06-042026-06-04

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________________________________________________

FORM 8-K

_______________________________________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 4, 2026

_______________________________________________________________

Guidewire Software, Inc.

(Exact name of registrant as specified in its charter)

_______________________________________________________________

Delaware 001-35394 36-4468504

(State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.)

970 Park Pl, Suite 200

San Mateo, CA 94403

(Address of principal executive offices, including zip code)

(650) 357-9100

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered

Common Stock, $0.0001 par value GWRE New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.

On June 4, 2026, Guidewire Software, Inc. issued a press release announcing unaudited financial results for the fiscal quarter ended April 30, 2026. 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 Item 2.02 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.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Description of Exhibits

99.1

Press release dated June 4, 2026

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: June 4, 2026 GUIDEWIRE SOFTWARE, INC.

By: /s/ JEFF COOPER

Jeff Cooper

Chief Financial Officer

EX-99.1

Filename: gwreex991earningsrelease43.htm · Sequence: 2

Document

Exhibit 99.1

Guidewire Announces Third Quarter Fiscal Year 2026 Financial Results

SAN MATEO, Calif., June 4, 2026 - Guidewire (NYSE: GWRE) today announced its financial results for the fiscal quarter ended April 30, 2026.

“Third-quarter results reinforce our confidence in the strength and continuing momentum of our business, and set us up well for what should be a record fourth quarter,” said Mike Rosenbaum, chief executive officer, Guidewire. “It’s clear that our strategy and market position are resonating with insurers as they focus on modernizing core systems, migrating critical business functions to our cloud platform solutions, and adopting AI across our applications.”

“We are raising our fiscal year outlook for revenue, operating income, and cash flow based on better than expected Q3 results and greater visibility as opportunities progress through our pipeline,” said Jeff Cooper, chief financial officer, Guidewire. “ARR grew 19% in Q3 and total revenue grew 27%. These strong growth dynamics reflect the pace of wins across products, regions, and customers of all sizes and reinforce the durability of our business model.”

Third Quarter Fiscal Year 2026 Financial Highlights

Revenue

•Total revenue for the third quarter of fiscal year 2026 was $372.5 million, an increase of 27% from the same quarter in fiscal year 2025. Subscription and support revenue was $244.7 million, an increase of 35%; license revenue was $56.0 million, a decrease of 2%; and services revenue was $71.8 million, an increase of 32%, each compared to the same quarter in fiscal year 2025.

•As of April 30, 2026, annual recurring revenue, or ARR, was $1,147 million, compared to $1,041 million as of July 31, 2025. ARR results for interim quarterly periods in fiscal year 2026 are based on actual currency rates at the end of fiscal year 2025, held constant throughout the year.

Profitability

•GAAP income from operations was $30.6 million for the third quarter of fiscal year 2026, compared with $4.5 million for the same quarter in fiscal year 2025.

•Non-GAAP income from operations was $77.8 million for the third quarter of fiscal year 2026, compared with $46.1 million for the same quarter in fiscal year 2025.

•GAAP net income was $16.5 million for the third quarter of fiscal year 2026, compared with $46.0 million for the same quarter in fiscal year 2025. GAAP net income was negatively impacted by a foreign currency loss of $20.1 million during the third quarter of fiscal year 2026, compared to a foreign currency gain of $34.2 million for the same quarter in fiscal year 2025 due to fluctuations in foreign exchange rates.

•GAAP diluted net income per share was $0.19 for the third quarter of fiscal year 2026, based on diluted weighted average shares outstanding of 85.1 million, compared with $0.54 for the same quarter in fiscal year 2025, based on diluted weighted average shares outstanding of 85.9 million.

•Non-GAAP net income was $69.6 million for the third quarter of fiscal year 2026, compared with $47.4 million for the same quarter in fiscal year 2025.

•Non-GAAP diluted net income per share was $0.82 for the third quarter of fiscal year 2026, based on diluted weighted average shares outstanding of 85.1 million, compared with non-GAAP diluted net income per share of $0.55 for the same quarter in fiscal year 2025, based on diluted weighted average shares outstanding of 85.9 million.

Liquidity and Capital Resources

•Guidewire had $1,146.8 million in cash, cash equivalents, and investments at April 30, 2026, compared to $1,483.2 million at July 31, 2025.

•In January 2026, Guidewire’s board of directors authorized a new $500 million share repurchase program. As part of this program, Guidewire repurchased 1,696,180 shares of common stock at an average price of $147.07 in the quarter ended April 30, 2026. As of April 30, 2026, $240.5 million remains available for purchases under the share repurchase program.

Business Outlook

Guidewire is issuing the following outlook for the fourth quarter of fiscal year 2026 based on current expectations:

•Ending ARR between $1,229 million and $1,237 million

•Subscription and support revenue between $259 million and $265 million

•Total revenue between $396 million and $406 million

•GAAP operating income between $36 million and $46 million

•Non-GAAP operating income between $86 million and $96 million

Guidewire is issuing the following updated outlook for fiscal year 2026 based on current expectations:

•Ending ARR between $1,229 million and $1,237 million

•Subscription and support revenue between $963 million and $969 million

•Total revenue between $1,460 million and $1,470 million

•GAAP operating income between $124 million and $134 million

•Non-GAAP operating income between $314 million and $324 million

•Operating cash flow between $365 million and $380 million

Conference Call Information

What:

Guidewire Third Quarter Fiscal Year 2026 Financial Results Conference Call

When:

Thursday, June 4, 2026

Time:

2:00 p.m. PT (5:00 p.m. ET)

Dial-In:

(669) 444-9171

Meeting ID:

946 7934 9546

Password:

889559

Webcast:

http://ir.guidewire.com/ (live and replay)

The webcast will be archived on Guidewire’s website (www.guidewire.com) for a period of three months. A quarterly earnings supplemental presentation providing additional information and analysis can be found on our investor relations website (www.guidewire.com).

Non-GAAP Financial Measures and Other Metrics

This press release contains the following non-GAAP financial measures: non-GAAP gross profit, non-GAAP income (loss) from operations, non-GAAP net income (loss), non-GAAP tax provision (benefit), non-GAAP net income (loss) per share, and free cash flow. Non-GAAP gross profit and non-GAAP income (loss) from operations exclude stock-based compensation, amortization of intangibles, and acquisition consideration holdback. Non-GAAP net income (loss), non-GAAP net income (loss) per share, and non-GAAP tax provision (benefit) also exclude the amortization of debt issuance costs from our convertible senior notes, changes in fair value of strategic investments, (gains) losses on sale of strategic investments, retirement of debt, unrealized foreign exchange rate (gains) losses, and related tax effects of the non-GAAP adjustments. Free cash flow consists of net cash flow provided by (used in) operating activities, less cash used for purchases of property and equipment and capitalized software development costs. These non-GAAP measures enable us to analyze our financial performance without the effects of certain non-cash items such as amortization and stock-based compensation.

Annual recurring revenue (“ARR”) is used to quantify the annualized recurring value outlined in active customer contracts at the end of a reporting period. ARR includes the annualized recurring value of term licenses, subscription agreements, support contracts, and hosting agreements based on customer contractual terms and invoicing activities for the current reporting period, which may not be the same as the timing and amount of revenue recognized. ARR reflects all fee changes due to contract renewals, non-renewals, expansion, cancellations, attrition, or renegotiations at a higher or lower fee arrangement that are effective as of the ARR reporting date. All components of the licensing and other arrangements that are not expected to recur (primarily perpetual licenses and professional services) are excluded from our ARR calculations. In some arrangements with multiple performance obligations, a portion of recurring license and support or subscription contract value is allocated to services revenue for revenue recognition purposes, but does not get allocated for purposes of calculating ARR. This revenue allocation generally only impacts the initial term of the contract. This means that if we increase arrangements with multiple performance obligations that include services at discounted rates, more of the total contract value would be recognized as services revenue, but our reported ARR amount would not be impacted. During the nine months ended April 30, 2026, the recurring license and support or subscription contract value recognized as services revenue was $5.9 million.

Guidewire believes that these non-GAAP financial measures and other metrics provide useful information to management and investors regarding certain financial and business trends relating to Guidewire’s financial condition and results of operations. Guidewire’s management uses these non-GAAP measures and other metrics to compare the Company’s performance to that of prior periods for trend analysis, for purposes of determining executive and senior management incentive compensation, and for budgeting and planning purposes. Guidewire believes that the use of these non-GAAP financial measures and other metrics provides an additional tool for investors to use in evaluating ongoing operating results and trends and in comparing Guidewire’s financial measures with other software companies, many of which present similar non-GAAP financial measures and other metrics to investors.

Guidewire’s management does not consider these non-GAAP measures in isolation or as an alternative to financial measures determined in accordance with GAAP. The principal limitation of these non-GAAP financial measures is that they exclude significant expenses and income that are required by GAAP to be recorded in Guidewire’s financial statements. In addition, they are subject to inherent limitations as they reflect the exercise of judgment by management about which expenses and income are excluded or included in determining these non-GAAP financial measures. Guidewire urges investors to review the reconciliation of its non-GAAP financial measures to the comparable GAAP financial measures, which it includes in press releases announcing quarterly financial results, including the financial tables at the end of this press release, and not to rely on any single financial measure to evaluate Guidewire’s business.

About Guidewire

Guidewire is the platform P&C insurers trust to engage, innovate, and grow efficiently. More than 570 insurers in 43 countries, from new ventures to the largest and most complex in the world, rely on Guidewire products. With core systems leveraging data and analytics, digital, and artificial intelligence, Guidewire defines cloud platform excellence for P&C insurers.

We are proud of our unparalleled implementation record, with 1,700+ successful projects supported by the industry’s largest R&D team and SI partner ecosystem. Our marketplace represents the largest partner community in P&C, where customers can access hundreds of applications to accelerate integration, localization, and innovation.

Guidewire uses its Investor Relations website (ir.guidewire.com), X feed (@Guidewire_PandC), and LinkedIn page (www.linkedin.com/company/guidewire-software) as a means of disclosing information about the company and for complying with its disclosure obligations under Regulation FD. The information that is posted through these channels may be deemed material. Accordingly, investors should monitor these channels in addition to Guidewire’s press releases, filings with the Securities and Exchange Commission, public conference calls, and webcasts.

NOTE: For information about Guidewire’s trademarks, visit www.guidewire.com/legal-notices.

Cautionary Language Concerning Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, including but not limited to, statements regarding our financial outlook and targets, business and product strategies, sales and pipeline momentum, and market opportunities. These forward-looking statements are made as of the date they were first issued and were based on current expectations, estimates, forecasts and projections as well as the beliefs and assumptions of management. Words such as “expect,” “anticipate,” “should,” “believe,” “hope,” “target,” “project,” “goals,” “estimate,” “potential,” “predict,” “may,” “will,” “might,” “could,” “intend,” variations of these terms or the negative of these terms and similar expressions are intended to identify these forward-looking statements. Forward-looking statements are subject to a number of risks and uncertainties, many of which involve factors or circumstances that are beyond Guidewire’s control. Guidewire’s actual results could differ materially from those stated or implied in forward-looking statements due to a number of factors, including but not limited to, risks detailed in Guidewire’s most recent Forms 10-K and 10-Q filed with the Securities and Exchange Commission (the “SEC”) as well as other documents that may be filed by Guidewire from time to time with the SEC. In particular, the following factors, among others, could cause results to differ materially from those expressed or implied by such forward-looking statements: fluctuations in our quarterly and annual operating results; our reliance on sales to, and renewals from, a relatively small number of large customers and the related substantial negotiating leverage of these customers; the length and complexity of our sales, product development, and implementation cycles; our competitive environment and changes thereto; our ability to effectively manage international expansion; issues in the development and use of artificial intelligence and machine learning technologies and the related evolving regulatory environment; our making long-term pricing commitments in our customer contracts based on available information and estimates about our future costs that may change; our ability to expand adoption of our cloud-based products and services, and the risk that any of our established products may fail to satisfy customer demands or maintain market acceptance; seasonal and other variations related to our customer agreements and related revenue recognition may cause significant fluctuations in our results of operations, ARR, and cash flows; our ability to develop, introduce, and market new and enhanced versions of our products and services; our ability to retain existing and hire new personnel, including managing a hybrid and geographically distributed workforce; errors or failures in our products or services, as well as service interruptions or failure of the third-party service providers we rely on; our ability to sell our services and products is highly dependent on the quality of our professional services and third-party global system integrators partners; use of AI by our workforce may present risks to our business; our services revenue produces lower gross margins than our license, subscription and support revenue; the impact of global events (including, without limitation, ongoing global conflicts, inflation, high interest rates, economic volatility, political uncertainties, tariffs, bank failures and associated financial instability, and supply chain issues); data security breaches of our cloud-based services and products or unauthorized access to our employees’ or our customers’ data; the impact of new regulations and laws (including, without limitation, security, privacy, AI and machine learning, tax regulations and laws, and accounting standards); assertions by third parties that we violate their intellectual property rights; stock price volatility regardless of our operating performance; and other risks and uncertainties. Past performance is not indicative of future results. The forward-looking statements included in this press release represent Guidewire’s views as of the date of this press release. Guidewire anticipates that subsequent events and developments will cause its views to change. Guidewire undertakes no intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. These forward-looking statements should not be relied upon as representing Guidewire’s views as of any date subsequent to the date of this press release.

Investor Contact:

Alex Hughes

Guidewire

(650) 356-4921

ir@guidewire.com

Media Contact:

Melissa Cobb

Guidewire

(650) 464-1177

mcobb@guidewire.com

GUIDEWIRE SOFTWARE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(unaudited, in thousands)

April 30,

2026 July 31,

2025

ASSETS

CURRENT ASSETS:

Cash and cash equivalents $ 294,634 $ 697,902

Short-term investments 454,900 451,541

Accounts receivable, net 138,853 140,639

Unbilled accounts receivable, net 224,769 130,959

Prepaid expenses and other current assets 102,255 86,374

Total current assets 1,215,410 1,507,415

Long-term investments 397,267 333,754

Unbilled accounts receivable, net 83 670

Property and equipment, net 66,647 60,436

Operating lease assets 36,443 39,309

Intangible assets, net 17,727 12,042

Goodwill 421,111 393,978

Deferred tax assets, net 293,911 297,234

Other assets 86,533 76,261

TOTAL ASSETS $ 2,535,132 $ 2,721,099

LIABILITIES AND STOCKHOLDERS’ EQUITY

CURRENT LIABILITIES:

Accounts payable $ 34,972 $ 28,797

Accrued employee compensation 117,531 140,613

Deferred revenue, net 300,641 340,253

Other current liabilities 44,032 35,139

Total current liabilities 497,175 544,802

Lease liabilities 27,031 30,687

Convertible senior notes, net 677,206 674,568

Deferred revenue, net 3,718 4,533

Other liabilities 12,858 9,279

Total liabilities 1,217,987 1,263,869

STOCKHOLDERS’ EQUITY:

Common stock 8 8

Additional paid-in capital 2,169,769 2,020,393

Accumulated other comprehensive income (loss) (7,105) (8,922)

Retained earnings (accumulated deficit) (845,527) (554,249)

Total stockholders’ equity 1,317,145 1,457,230

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 2,535,132 $ 2,721,099

GUIDEWIRE SOFTWARE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited, in thousands except share and per share data)

Three Months Ended April 30, Nine Months Ended April 30,

2026 2025 2026 2025

Revenue:

Subscription and support $ 244,738 $ 181,823 $ 704,150 $ 529,403

License 55,996 57,233 157,491 158,297

Services 71,807 54,452 202,634 158,189

Total revenue 372,541 293,508 1,064,276 845,889

Cost of revenue(1):

Subscription and support 67,882 57,411 195,737 170,531

License 374 892 1,460 2,715

Services 67,639 52,507 189,390 152,401

Total cost of revenue 135,896 110,810 386,587 325,647

Gross profit:

Subscription and support 176,856 124,412 508,413 358,872

License 55,622 56,341 156,031 155,582

Services 4,167 1,945 13,244 5,788

Total gross profit 236,645 182,698 677,689 520,242

Operating expenses(1):

Research and development 87,868 72,915 249,510 212,063

Sales and marketing 68,201 57,768 193,934 164,698

General and administrative 49,939 47,547 146,689 132,010

Total operating expenses 206,008 178,230 590,133 508,771

Income (loss) from operations 30,637 4,468 87,556 11,471

Interest income 11,295 13,794 38,432 43,122

Interest expense

(3,318) (3,668) (9,965) (9,913)

Other income (expense), net (18,854) 34,074 2,791 (36,270)

Income (loss) before provision for (benefit from) income taxes 19,760 48,668 118,814 8,410

Provision for (benefit from) income taxes 3,289 2,677 10,926 (9,443)

Net income (loss) $ 16,471 $ 45,991 $ 107,888 $ 17,853

Net income (loss) per share:

Basic

$ 0.20 $ 0.55 $ 1.27 $ 0.21

Diluted $ 0.19 $ 0.54 $ 1.26 $ 0.21

Shares used in computing net income (loss) per share:

Basic

84,241,069 84,044,661 84,630,718 83,671,443

Diluted 85,065,999 85,880,643 85,945,646 85,654,903

(1)Amounts include stock-based compensation expense as follows:

Three Months Ended April 30, Nine Months Ended April 30,

2026 2025 2026 2025

Stock-based compensation expense:

Cost of subscription and support revenue $ 3,391 $ 3,598 $ 10,437 $ 10,511

Cost of license revenue — 32 — 104

Cost of services revenue 6,108 5,055 18,203 15,218

Research and development 12,061 10,267 36,277 30,560

Sales and marketing 11,598 10,832 35,014 31,400

General and administrative 11,784 10,573 35,085 31,572

Total stock-based compensation expense $ 44,941 $ 40,357 $ 135,015 $ 119,365

GUIDEWIRE SOFTWARE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited, in thousands)

Three Months Ended April 30, Nine Months Ended April 30,

2026 2025 2026 2025

CASH FLOWS FROM OPERATING ACTIVITIES:

Net income (loss) $ 16,471 $ 45,991 $ 107,888 $ 17,853

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

Depreciation and amortization 7,230 5,965 20,632 17,538

Amortization of debt issuance costs 983 1,058 2,947 2,782

Amortization of contract costs 8,508 7,285 25,812 22,518

Stock-based compensation 44,941 40,357 135,015 119,365

Changes to allowance for credit losses and revenue reserves 205 17 2,542 1,107

Deferred income tax (544) (1,692) 922 (15,851)

Amortization of premium (accretion of discount) on available-for-sale securities, net (1,369) (2,064) (5,377) (8,613)

(Gains) losses on sale of strategic investments (632) — (632) (3,671)

Changes in fair value of strategic investments (599) 103 (554) 341

Loss on retirement of debt — — — 53,565

Other non-cash items affecting net income (loss) 11 53 18 56

Changes in operating assets and liabilities:

Accounts receivable 23,941 (23,426) 276 (10,609)

Unbilled accounts receivable (50,119) (50,377) (93,214) (74,471)

Prepaid expenses and other assets (19,534) (12,098) (33,815) (29,305)

Operating lease assets 987 1,375 2,866 1,983

Accounts payable 6,097 3,439 7,910 13,589

Accrued employee compensation 34,079 26,278 (23,578) (20,600)

Deferred revenue (8,266) (7,354) (40,781) (24,876)

Lease liabilities (2,242) (970) (3,572) (1,121)

Other liabilities 1,035 (1,590) 525 (5,544)

Net cash provided by (used in) operating activities 61,183 32,350 105,830 56,036

CASH FLOWS FROM INVESTING ACTIVITIES:

Purchases of available-for-sale securities (109,366) (242,588) (644,915) (672,330)

Maturities and sales of available-for-sale securities 199,695 226,776 582,638 529,887

Purchases of property and equipment (1,772) (703) (9,934) (2,336)

Capitalized software development costs (5,747) (3,816) (13,939) (10,972)

Acquisition of strategic investments (12,242) (1,000) (14,590) (1,772)

Sale of strategic investment 781 — 781 5,671

Acquisition of business, net of acquired cash (200) (26,724) (33,453) (26,724)

Net cash provided by (used in) investing activities 71,148 (48,055) (133,412) (178,576)

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from issuance of convertible senior notes, net of issuance costs — — — 671,840

Payment for the retirement of convertible senior notes — — — (353,535)

Payment for the maturity of convertible senior notes — (179,061) — (179,061)

Purchase of capped calls — — — (58,788)

Payment of revolving credit facility costs — — — (2,065)

Proceeds from issuance of common stock under employee stock purchase plan — — 13,364 —

Proceeds from issuance of common stock upon exercise of stock options 8 710 539 3,174

Repurchase and retirement of common stock (244,255) — (392,447) —

Net cash provided by (used in) financing activities (244,247) (178,351) (378,544) 81,565

Effect of foreign exchange rate changes on cash, cash equivalents, and restricted cash (1,395) 6,888 1,666 3,303

NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH (113,312) (187,168) (404,460) (37,672)

CASH, CASH EQUIVALENTS, AND RESTRICTED CASH—Beginning of period 407,946 698,680 699,094 549,184

CASH, CASH EQUIVALENTS, AND RESTRICTED CASH—End of period $ 294,634 $ 511,512 $ 294,634 $ 511,512

GUIDEWIRE SOFTWARE, INC. AND SUBSIDIARIES

Reconciliation of GAAP to Non-GAAP Financial Measures

(unaudited, in thousands)

The following tables reconcile the specific items excluded from GAAP in the calculation of non-GAAP financial measures for the periods indicated below:

Three Months Ended April 30, Nine Months Ended April 30,

2026 2025 2026 2025

Gross profit reconciliation:

GAAP gross profit $ 236,645 $ 182,698 $ 677,689 $ 520,242

Non-GAAP adjustments:

Stock-based compensation 9,498 8,685 28,639 25,833

Amortization of intangibles 1,180 485 3,045 1,455

Non-GAAP gross profit $ 247,324 $ 191,868 $ 709,373 $ 547,530

Income (loss) from operations reconciliation:

GAAP income (loss) from operations $ 30,637 $ 4,468 $ 87,556 $ 11,471

Non-GAAP adjustments:

Stock-based compensation 44,941 40,357 135,015 119,365

Amortization of intangibles 1,765 1,234 4,968 3,879

Acquisition consideration holdback 440 — 1,064 —

Non-GAAP income (loss) from operations $ 77,784 $ 46,059 $ 228,604 $ 134,715

Net income (loss) reconciliation:

GAAP net income (loss) $ 16,471 $ 45,991 $ 107,888 $ 17,853

Non-GAAP adjustments:

Stock-based compensation 44,941 40,357 135,015 119,365

Amortization of intangibles 1,765 1,234 4,968 3,879

Acquisition consideration holdback 440 — 1,064 —

Amortization of debt issuance costs 984 1,058 2,947 2,782

Changes in fair value of strategic investments

(599) 103 (554) 341

(Gains) losses on sale of strategic investments (632) — (632) (3,671)

Retirement of debt

— — — 53,565

Unrealized foreign exchange rate (gains) losses(1)

20,141 (34,176) (1,513) (13,967)

Tax impact of non-GAAP adjustments (13,864) (7,157) (39,295) (35,330)

Non-GAAP net income (loss) $ 69,648 $ 47,409 $ 209,888 $ 144,817

Tax provision (benefit) reconciliation:

GAAP tax provision (benefit) $ 3,289 $ 2,677 $ 10,926 $ (9,443)

Non-GAAP adjustments:

Stock-based compensation 8,881 6,933 26,154 18,110

Amortization of intangibles 349 212 963 586

Acquisition consideration holdback 87 — 206 —

Amortization of debt issuance costs 194 182 571 426

Changes in fair value of strategic investments

(118) 18 (110) 51

(Gains) losses on sale of strategic investments — — — (520)

Retirement of debt

— — — 7,585

Unrealized foreign exchange rate (gains) losses(1)

3,980 (5,871) (152) (3,011)

Tax impact of non-GAAP adjustments 490 5,684 11,664 12,103

Non-GAAP tax provision (benefit) $ 17,153 $ 9,834 $ 50,222 $ 25,887

GUIDEWIRE SOFTWARE, INC. AND SUBSIDIARIES

Reconciliation of GAAP to Non-GAAP Financial Measures

(unaudited, in thousands except share and per share data)

The following tables reconcile the specific items excluded from GAAP in the calculation of non-GAAP financial measures for the periods indicated below:

Three Months Ended April 30, Nine Months Ended April 30,

2026 2025 2026 2025

Net income (loss) per share reconciliation:

GAAP net income (loss) per share – diluted $ 0.19 $ 0.54 $ 1.26 $ 0.21

Non-GAAP adjustments:

Stock-based compensation 0.53 0.47 1.57 1.39

Amortization of intangibles 0.02 0.01 0.06 0.05

Acquisition consideration holdback — — — —

Amortization of debt issuance costs

0.01 0.01 0.03 0.03

Changes in fair value of strategic investments

(0.01) — (0.01) —

(Gains) losses on sale of strategic investments (0.01) — (0.01) (0.04)

Retirement of debt

— — — 0.63

Unrealized foreign exchange rate (gains) losses(1)

0.24 (0.40) (0.02) (0.16)

Tax impact of non-GAAP adjustments (0.16) (0.08) (0.46) (0.41)

Non-GAAP net income (loss) per share – diluted $ 0.82 $ 0.55 $ 2.44 $ 1.70

Shares used in computing non-GAAP net income (loss) per share amounts:

GAAP and pro forma weighted average shares — diluted 85,065,999 85,880,643 85,945,646 85,654,903

(1) During the third quarter of fiscal year 2026, we began excluding unrealized foreign currency exchange rate (gains) losses as a non-GAAP adjustment to other income (expense), net. Accordingly, we have recast previously reported amounts in our non-GAAP schedules.

The following table summarizes our free cash flow for the periods indicated below:

Three Months Ended April 30, Nine Months Ended April 30,

2026 2025 2026 2025

Free cash flow:

Net cash provided by (used in) operating activities $ 61,183 $ 32,350 $ 105,830 $ 56,036

Purchases of property and equipment (1,772) (703) (9,934) (2,336)

Capitalized software development costs (5,747) (3,816) (13,939) (10,972)

Free cash flow $ 53,664 $ 27,831 $ 81,957 $ 42,728

GUIDEWIRE SOFTWARE, INC. AND SUBSIDIARIES

Reconciliation of GAAP to Non-GAAP Outlook

The following table reconciles the specific items excluded from GAAP outlook in the calculation of non-GAAP outlook for the periods indicated below (in millions):

Fourth Quarter

Fiscal Year 2026

Income (loss) from operations outlook reconciliation:

GAAP income (loss) from operations $36 — $46 $124 — $134

Non-GAAP adjustments:

Stock-based compensation 47 — 47 182 — 182

Amortization of intangibles & other

2 — 2 9 — 9

Non-GAAP income (loss) from operations $86 — $96 $314 — $324

Certain figures included in this document have been subjected to rounding adjustments. Accordingly, figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

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