Form 8-K

8-K — Guidewire Software, Inc.

Accession: 0001528396-26-000039

Filed: 2026-09-03

Period: 2026-09-01

CIK: 0001528396

SIC: 7372 (SERVICES-PREPACKAGED SOFTWARE)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Financial Statements and Exhibits

Documents

8-K — gwre-20260901.htm (Primary)

EX-99.1 (gwreex991earningsrelease73.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: gwre-20260901.htm · Sequence: 1

gwre-20260901

FALSE000152839600015283962026-09-012026-09-01

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): September 1, 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 September 3, 2026, Guidewire Software, Inc. (the “Company”) issued a press release announcing financial results for the fiscal quarter and year ended July 31, 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 1, 2026, David Peterson notified the Company of his intention to retire from his role as the Company’s Senior Vice President, Chief Accounting Officer (the Company’s principal accounting officer), effective as of November 4, 2026. Mr. Peterson’s retirement is not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.

The Company expects that Jeff Cooper, the Company’s Chief Financial Officer, will assume the duties of principal accounting officer upon Mr. Peterson’s retirement, subject to formal appointment by our board of directors.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Description of Exhibits

99.1

Press release dated September 3, 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: September 3, 2026 GUIDEWIRE SOFTWARE, INC.

By: /s/ JEFF COOPER

Jeff Cooper

Chief Financial Officer

EX-99.1

Filename: gwreex991earningsrelease73.htm · Sequence: 2

Document

Exhibit 99.1

Guidewire Announces Fourth Quarter and Fiscal Year 2026 Financial Results

SAN MATEO, Calif., September 3, 2026 - Guidewire (NYSE: GWRE) today announced its financial results for the fiscal quarter and year ended July 31, 2026.

“We closed a great fourth quarter, capping off an incredible year of expanding demand,” said Mike Rosenbaum, chief executive officer, Guidewire. “Customers are deepening their commitments to Guidewire’s core offerings and expanding with new pricing and AI focused products. AI is driving our momentum, as more of our insurance customers choose to align their AI transformation with Guidewire.”

“Strong execution in fiscal year 2026 was visible in record sales activity and in the lowest ARR gross attrition rate since we started measuring ARR,” said Jeff Cooper, chief financial officer, Guidewire. “In fiscal year 2026, we delivered growth rates of 19% for ARR, 22% for fully ramped ARR, and 23% for total revenue, while strong operational discipline led to cash flow from operations margin of 26%.”

Fiscal Year 2026 Financial Highlights

Revenue

•Total revenue for fiscal year 2026 was $1,475.4 million, an increase of 23% from fiscal year 2025. Subscription and support revenue was $970.9 million, an increase of 33%; license revenue was $234.6 million, a decrease of 7%; and services revenue was $269.9 million, an increase of 23%, each compared to fiscal year 2025.

•As of July 31, 2026, annual recurring revenue, or ARR, was $1,242 million based on currency exchange rates as of July 31, 2025, compared to $1,041 million as of July 31, 2025. ARR grew in fiscal year 2026 by 19% on a constant currency basis. We measure ARR results on a constant currency basis during the fiscal year and revalue ARR at year end to current currency exchange rates and, based on this revaluation to currency exchange rates as of July 31, 2026, ARR was $1,237 million.

•As of July 31, 2026, fully ramped annual recurring revenue, or fully ramped ARR, was $1,578 million based on currency exchange rates as of July 31, 2025, compared to $1,296 million as of July 31, 2025. Fully ramped ARR grew in fiscal year 2026 by 22% on a constant currency basis. When revalued to currency exchange rates as of July 31, 2026, fully ramped ARR was $1,573 million.

Profitability

•GAAP income from operations was $149.9 million for fiscal year 2026, compared with $41.1 million for fiscal year 2025.

•Non-GAAP income from operations was $339.9 million for fiscal year 2026, compared with $208.2 million for fiscal year 2025.

•GAAP net income was $139.3 million for fiscal year 2026, compared with $69.8 million for fiscal year 2025. GAAP net income was negatively impacted by a foreign currency loss of $22.5 million during fiscal year 2026, compared to a foreign currency gain of $16.7 million during fiscal year 2025 due to fluctuations in foreign exchange rates.

•GAAP diluted net income per share was $1.63 for fiscal year 2026, based on diluted weighted average shares outstanding of 85.4 million, compared with $0.81 for fiscal year 2025, based on diluted weighted average shares outstanding of 85.9 million.

•Non-GAAP net income was $293.0 million for fiscal year 2026, compared with $215.1 million for fiscal year 2025.

•Non-GAAP diluted net income per share was $3.43 for fiscal year 2026, based on diluted weighted average shares outstanding of 85.4 million, compared with non-GAAP diluted net income per share of $2.51 for fiscal year 2025, based on diluted weighted average shares outstanding of 85.9 million.

Liquidity and Capital Resources

•Guidewire had $1,215.3 million in cash, cash equivalents, and investments at July 31, 2026, compared to $1,483.2 million at July 31, 2025.

•Guidewire generated $389.7 million in cash from operations during the fiscal year ended July 31, 2026, compared to $300.9 million during the fiscal year ended July 31, 2025.

•Guidewire repurchased 4,085,350 shares of common stock at an average price of $148.41 during the fiscal year ended July 31, 2026, for an aggregate purchase price of $606.3 million. As of July 31, 2026, $31.9 million remained available for purchases under the share repurchase program.

Fourth Quarter Fiscal Year 2026 Financial Highlights

Revenue

•Total revenue for the fourth quarter of fiscal year 2026 was $411.1 million, an increase of 15% from the same quarter in fiscal year 2025. Subscription and support revenue was $266.7 million, an increase of 32%; license revenue was $77.1 million, a decrease of 18%; and services revenue was $67.3 million, an increase of 10%, each as compared to the same quarter in fiscal year 2025.

Profitability

•GAAP income from operations was $62.3 million for the fourth quarter of fiscal year 2026, compared with $29.6 million for the same quarter in fiscal year 2025.

•Non-GAAP income from operations was $111.3 million for the fourth quarter of fiscal year 2026, compared with $73.5 million for the same quarter in fiscal year 2025.

•GAAP net income was $31.4 million for the fourth quarter of fiscal year 2026, compared with $52.0 million for the same quarter in fiscal year 2025. GAAP net income per share was $0.38, based on diluted weighted average shares outstanding of 83.6 million, compared with $0.60 for the same quarter in fiscal year 2025, based on diluted weighted average shares outstanding of 86.3 million. GAAP net income was negatively impacted by a foreign currency loss of $24.0 million during the fourth quarter of fiscal year 2026, compared to a foreign currency gain of $2.8 million during the same quarter in fiscal year 2025 due to fluctuations in foreign exchange rates.

•Non-GAAP net income was $83.1 million for the fourth quarter of fiscal year 2026, compared with $70.3 million for the same quarter in fiscal year 2025.

•Non-GAAP net income per share was $0.99, based on diluted weighted average shares outstanding of 83.6 million, compared with $0.81 for the same quarter in fiscal year 2025, based on diluted weighted average shares outstanding of 86.3 million.

Business Outlook

Guidewire is issuing the following outlook for the first quarter of fiscal year 2027 based on current expectations:

•Ending ARR between $1,253 million and $1,259 million

•Subscription and support revenue between $279 million and $283 million

•Total revenue between $372 million and $378 million

•GAAP operating income between $19 million and $25 million

•Non-GAAP operating income between $64 million and $70 million

Guidewire is issuing the following outlook for fiscal year 2027 based on current expectations:

•Ending ARR between $1,450 million and $1,460 million

•Subscription and support revenue between $1,240 million and $1,246 million

•Total revenue between $1,707 million and $1,727 million

•GAAP operating income between $197 million and $217 million

•Non-GAAP operating income between $403 million and $423 million

•Operating cash flow between $445 million and $465 million

Conference Call Information

What:

Guidewire Fourth Quarter and Fiscal Year 2026 Financial Results Conference Call

When:

Thursday, September 3, 2026

Time:

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

Dial-In:

(669) 444-9171

Meeting ID:

922 3947 8049

Password:

515703

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.

All prior period non-GAAP measures presented herein have been recast to exclude unrealized foreign currency exchange rate impacts, consistent with the methodology change adopted in the third quarter of fiscal year 2026.

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 fiscal year ended July 31, 2026, the recurring license and support or subscription contract value recognized as services revenue was $7.2 million. Fully ramped annual recurring revenue (“fully ramped ARR”) is used to quantify the annualized recurring value outlined in active customer contracts including all non-variable price increases outlined in the pricing schedule of an executed customer contract within the first five years.

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 Guidewire’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 44 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 1700+ successful projects supported by the industry’s largest R&D team and consulting 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, expectations regarding customer demand, market opportunities, and sales momentum. 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, adoption, deployment, workforce use and maintenance of artificial intelligence (“AI”) and machine learning technologies combined with an uncertain and evolving regulatory environment; long-term pricing commitments made in our customer contracts based on available information; 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; the impact of seasonal and other variations related to our customer agreements and revenue recognition on 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 dependence on the quality of our professional services and third-party global system integrator partners to sell our products and services; the impact of changes in our revenue mix, and the realization of lower gross margins from our services, subscription, and support revenues compared to our license revenue; the impact of global events (including, without limitation, macroeconomic and geopolitical conditions, ongoing global conflicts, inflation, high interest rates, and general economic volatility); data security breaches of our cloud-based services and products or unauthorized access to our employees’ or our customers’ data; the impact of evolving 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)

July 31,

2026 July 31,

2025

ASSETS

CURRENT ASSETS:

Cash and cash equivalents $ 372,887 $ 697,902

Short-term investments 380,175 451,541

Accounts receivable, net 193,720 140,639

Unbilled accounts receivable, net 140,832 130,959

Prepaid expenses and other current assets 99,363 86,374

Total current assets 1,186,977 1,507,415

Long-term investments 462,223 333,754

Unbilled accounts receivable, net — 670

Property and equipment, net 67,800 60,436

Operating lease assets 34,404 39,309

Intangible assets, net 16,406 12,042

Goodwill 423,267 393,978

Deferred tax assets, net 286,585 297,234

Other assets 99,283 76,261

TOTAL ASSETS $ 2,576,946 $ 2,721,099

LIABILITIES AND STOCKHOLDERS’ EQUITY

CURRENT LIABILITIES:

Accounts payable $ 38,074 $ 28,797

Accrued employee compensation 146,331 140,613

Deferred revenue, net 437,181 340,253

Other current liabilities 42,911 35,139

Total current liabilities 664,497 544,802

Lease liabilities 25,206 30,687

Convertible senior notes, net 678,094 674,568

Deferred revenue, net 1,633 4,533

Other liabilities 13,828 9,279

Total liabilities 1,383,258 1,263,869

STOCKHOLDERS’ EQUITY:

Common stock 8 8

Additional paid-in capital 2,230,308 2,020,393

Accumulated other comprehensive income (loss) (12,233) (8,922)

Retained earnings (accumulated deficit) (1,024,396) (554,249)

Total stockholders’ equity 1,193,687 1,457,230

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 2,576,946 $ 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 July 31, Twelve Months Ended July 31,

2026 2025 2026 2025

Revenue:

Subscription and support $ 266,735 $ 201,893 $ 970,885 $ 731,296

License 77,086 93,638 234,578 251,935

Services 67,266 61,039 269,900 219,228

Total revenue 411,088 356,570 1,475,363 1,202,459

Cost of revenue(1):

Subscription and support 69,466 64,575 265,203 235,106

License 522 909 1,982 3,624

Services 71,420 59,275 260,810 211,676

Total cost of revenue 141,408 124,759 527,995 450,406

Gross profit:

Subscription and support 197,269 137,318 705,682 496,190

License 76,564 92,729 232,596 248,311

Services (4,154) 1,764 9,090 7,552

Total gross profit 269,679 231,811 947,368 752,053

Operating expenses(1):

Research and development 90,587 84,097 340,097 296,160

Sales and marketing 65,003 65,648 258,937 230,346

General and administrative 51,771 52,469 198,460 184,479

Total operating expenses 207,361 202,214 797,494 710,985

Income (loss) from operations 62,318 29,597 149,874 41,068

Interest income 10,132 13,503 48,564 56,625

Interest expense

(3,360) (3,298) (13,324) (13,211)

Other income (expense), net (23,788) 1,183 (20,997) (35,087)

Income (loss) before provision for (benefit from) income taxes 45,303 40,985 164,117 49,395

Provision for (benefit from) income taxes 13,908 (10,966) 24,834 (20,409)

Net income (loss) $ 31,395 $ 51,951 $ 139,283 $ 69,804

Net income (loss) per share:

Basic

$ 0.38 $ 0.62 $ 1.65 $ 0.83

Diluted $ 0.38 $ 0.60 $ 1.63 $ 0.81

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

Basic

82,870,116 84,366,889 84,186,951 83,846,793

Diluted 83,620,224 86,267,658 85,405,177 85,911,653

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

Three Months Ended July 31, Twelve Months Ended July 31,

2026 2025 2026 2025

Stock-based compensation expense:

Cost of subscription and support revenue $ 3,377 $ 3,442 $ 13,814 $ 13,953

Cost of license revenue — 32 — 136

Cost of services revenue 6,380 5,541 24,583 20,759

Research and development 12,784 11,200 49,061 41,760

Sales and marketing 11,706 11,870 46,720 43,270

General and administrative 12,537 10,106 47,622 41,678

Total stock-based compensation expense $ 46,784 $ 42,191 $ 181,799 $ 161,556

GUIDEWIRE SOFTWARE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited, in thousands)

Three Months Ended July 31, Twelve Months Ended July 31,

2026 2025 2026 2025

CASH FLOWS FROM OPERATING ACTIVITIES:

Net income (loss) $ 31,395 $ 51,951 $ 139,283 $ 69,804

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

Depreciation and amortization 7,320 6,220 27,952 23,758

Amortization of debt issuance costs 992 976 3,939 3,758

Amortization of contract costs 9,199 8,375 35,011 30,893

Stock-based compensation 46,784 42,191 181,799 161,556

Changes to allowance for credit losses and revenue reserves (26) (581) 2,516 526

Deferred income tax 8,059 (15,929) 8,981 (31,780)

Amortization of premium (accretion of discount) on available-for-sale securities, net (877) (1,713) (6,254) (10,326)

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

Changes in fair value of strategic investments 65 1,789 (489) 2,130

Loss on retirement of debt — — — 53,565

Other non-cash items affecting net income (loss) (106) 130 (88) 186

Changes in operating assets and liabilities:

Accounts receivable (55,144) 7,261 (54,868) (3,348)

Unbilled accounts receivable 84,021 35,541 (9,193) (38,930)

Prepaid expenses and other assets (21,539) (28,749) (55,354) (58,054)

Operating lease assets 2,039 2,458 4,905 4,441

Accounts payable 3,802 (2,190) 11,712 11,399

Accrued employee compensation 29,774 50,690 6,196 30,090

Deferred revenue 134,456 81,493 93,675 56,617

Lease liabilities (660) (1,770) (4,232) (2,891)

Other liabilities 4,332 6,688 4,857 1,144

Net cash provided by (used in) operating activities 283,886 244,831 389,716 300,867

CASH FLOWS FROM INVESTING ACTIVITIES:

Purchases of available-for-sale securities (214,235) (186,241) (859,150) (858,571)

Maturities and sales of available-for-sale securities 223,411 135,125 806,049 665,012

Purchases of property and equipment (2,122) (3,405) (12,056) (5,741)

Capitalized software development costs (5,064) (3,742) (19,003) (14,714)

Acquisition of strategic investments (55) — (14,646) (1,772)

Sale of strategic investments — — 781 5,671

Acquisition of businesses, net of acquired cash (4,500) (127) (37,953) (26,850)

Net cash provided by (used in) investing activities (2,565) (58,390) (135,977) (236,965)

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)

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 13,239 — 26,603 —

Proceeds from issuance of common stock upon exercise of stock options 190 728 729 3,902

Repurchase and retirement of common stock (213,862) — (606,309) —

Net cash provided by (used in) financing activities (200,433) 728 (578,977) 82,293

Effect of foreign exchange rate changes on cash, cash equivalents, and restricted cash (2,635) 412 (969) 3,715

NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH 78,252 187,581 (326,207) 149,910

CASH, CASH EQUIVALENTS, AND RESTRICTED CASH—Beginning of period 294,634 511,513 699,094 549,184

CASH, CASH EQUIVALENTS, AND RESTRICTED CASH—End of period $ 372,887 $ 699,094 $ 372,887 $ 699,094

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 July 31, Twelve Months Ended July 31,

2026 2025 2026 2025

Gross profit reconciliation:

GAAP gross profit $ 269,679 $ 231,811 $ 947,368 $ 752,053

Non-GAAP adjustments:

Stock-based compensation 9,757 9,015 38,396 34,848

Amortization of intangibles 1,187 800 4,232 2,255

Non-GAAP gross profit $ 280,623 $ 241,626 $ 989,996 $ 789,156

Income (loss) from operations reconciliation:

GAAP income (loss) from operations $ 62,318 $ 29,597 $ 149,874 $ 41,068

Non-GAAP adjustments:

Stock-based compensation 46,784 42,191 181,799 161,556

Amortization of intangibles 1,733 1,565 6,701 5,444

Acquisition consideration holdback 445 177 1,510 177

Non-GAAP income (loss) from operations $ 111,280 $ 73,530 $ 339,884 $ 208,245

Net income (loss) reconciliation:

GAAP net income (loss) $ 31,395 $ 51,951 $ 139,283 $ 69,804

Non-GAAP adjustments:

Stock-based compensation 46,784 42,191 181,799 161,556

Amortization of intangibles 1,733 1,565 6,701 5,444

Acquisition consideration holdback 445 177 1,510 177

Amortization of debt issuance costs 992 976 3,939 3,758

Changes in fair value of strategic investments

64 1,789 (489) 2,130

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

Retirement of debt

— — — 53,565

Unrealized foreign exchange rate (gains) losses(1)

23,975 (2,776) 22,462 (16,743)

Tax impact of non-GAAP adjustments (22,244) (25,572) (61,541) (60,902)

Non-GAAP net income (loss) $ 83,143 $ 70,301 $ 293,031 $ 215,118

Tax provision (benefit) reconciliation:

GAAP tax provision (benefit) $ 13,908 $ (10,966) $ 24,834 $ (20,409)

Non-GAAP adjustments:

Stock-based compensation 14,178 7,258 40,332 25,368

Amortization of intangibles 525 269 1,488 855

Acquisition consideration holdback 135 30 341 30

Amortization of debt issuance costs 300 168 871 594

Changes in fair value of strategic investments

19 308 (90) 359

(Gains) losses on sale of strategic investments — — (125) (520)

Retirement of debt

— — — 7,585

Unrealized foreign exchange rate (gains) losses(1)

7,266 (478) 7,113 (3,488)

Tax impact of non-GAAP adjustments (179) 18,016 11,610 30,119

Non-GAAP tax provision (benefit) $ 36,153 $ 14,606 $ 86,375 $ 40,493

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 July 31, Twelve Months Ended July 31,

2026 2025 2026 2025

Net income (loss) per share reconciliation:

GAAP net income (loss) per share – diluted $ 0.38 $ 0.60 $ 1.63 $ 0.81

Non-GAAP adjustments:

Stock-based compensation 0.56 0.49 2.13 1.89

Amortization of intangibles 0.02 0.02 0.08 0.06

Acquisition consideration holdback 0.01 — 0.01 —

Amortization of debt issuance costs

0.01 0.01 0.05 0.04

Changes in fair value of strategic investments

— 0.02 (0.01) 0.02

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

Retirement of debt

— — — 0.63

Unrealized foreign exchange rate (gains) losses(1)

0.29 (0.03) 0.26 (0.19)

Tax impact of non-GAAP adjustments (0.27) (0.30) (0.72) (0.71)

Non-GAAP net income (loss) per share – diluted $ 0.99 $ 0.81 $ 3.43 $ 2.51

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

GAAP and pro forma weighted average shares — diluted 83,620,224 86,267,658 85,405,177 85,911,653

(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 July 31, Twelve Months Ended July 31,

2026 2025 2026 2025

Free cash flow:

Net cash provided by (used in) operating activities $ 283,886 $ 244,831 $ 389,716 $ 300,867

Purchases of property and equipment (2,122) (3,405) (12,056) (5,741)

Capitalized software development costs (5,064) (3,742) (19,003) (14,714)

Free cash flow $ 276,700 $ 237,684 $ 358,657 $ 280,412

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):

First Quarter

Fiscal Year 2027

Income (loss) from operations outlook reconciliation:

GAAP income (loss) from operations $19 — $25 $197 — $217

Non-GAAP adjustments:

Stock-based compensation 44 — 44 202 — 202

Amortization of intangibles & other

2 — 2 4 — 4

Non-GAAP income (loss) from operations $64 — $70 $403 — $423

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

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