Guidewire (NYSE: GWRE) today announced that as part of its previously announced $400 million share repurchase authorization, the company has entered into an accelerated share repurchase agreement (“ASR”) with Morgan Stanley & Co. LLC to repurchase an aggregate of $200 million of Guidewire’s outstanding shares of common stock.

Under the terms of the ASR, Guidewire will receive an aggregate initial share delivery of 2,581,478 shares, with the remainder, if any, expected to be delivered upon the final settlement under the ASR, which is scheduled to occur during the third quarter of its fiscal year 2023, upon completion of the repurchases. The specific number of shares that Guidewire ultimately repurchases under the ASR will be based on the average of Guidewire’s daily volume-weighted average share prices during the repurchase period, less a discount and subject to adjustments pursuant to the terms and conditions of the ASR.

About Guidewire

Guidewire is the platform P&C insurers trust to engage, innovate, and grow efficiently. We combine digital, core, analytics, and AI to deliver our platform as a cloud service. More than 520 insurers in 38 countries, from new ventures to the largest and most complex in the world, run on Guidewire.

As a partner to our customers, we continually evolve to enable their success. We are proud of our unparalleled implementation track record, with 1,000+ successful projects, supported by the largest R&D team and partner ecosystem in the industry. Our marketplace provides hundreds of applications that accelerate integration, localization, and innovation.

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 relating to Guidewire’s amount, timing and sources of funding for the share repurchase program. All statements contained in this press release that do not relate to matters of historical fact should be considered forward-looking statements, including without limitation statements regarding Guidewire’s future performance and opportunities, and the amount, timing and benefits of a share repurchase program. These forward-looking statements represent Guidewire’s expectations as of the date of this press release, and involve risks, uncertainties and assumptions. The actual results may differ materially from those anticipated in the forward-looking statements as a result of numerous factors, many of which are beyond our control, including changes in price and volume and the volatility of our Common Stock, adverse developments affecting prices and trading of exchange-traded securities, including securities quoted on the New York Stock Exchange, unexpected or otherwise unplanned or alternative requirements with respect to our capital investments and the risks and uncertainties disclosed in our reports filed from time to time with the Securities and Exchange Commission, including our most recent Form 10‑K and any subsequent filings on Forms 10-K, 10-Q or 8-K, available at www.sec.gov. While we may elect to update such forward-looking statements at some point in the future, we disclaim any obligation to do so, even if subsequent events cause our views to change.

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