Page 1

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington , D.C. 20549 FORM 10 - K ( Mark one ) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended July 31 , 2021 OR □ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number : 001-35394 Guidewire Software , Inc. ( Exact name of registrant as specified in its charter ) Delaware ( State or other jurisdiction of Incorporation or organization ) 2850 S. Delaware St. , Suite 400 , San Mateo , California , 94403 ( Address of principal executive offices , including zip code ) ( Title of each class ) Common Stock , $ 0.0001 par value ( 650 ) 357-9100 ( Registrant's telephone number , including area code ) Securities registered pursuant to Section 12 ( b ) of the Act : ( Trading Symbol ( s ) ) . ( I.R.S. Employer Identification No. ) GWRE 36-4468504 ( Name of each exchange on which registered ) New York Stock Exchange Securities registered pursuant to Section 12 ( g ) of the Act : None No ☐ Yes No 区 Indicate by check mark if the registrant is a well - known seasoned issuer , as defined in Rule 405 of the Securities Act . Yes Indicate by check mark whether the registrant is not required to file reports pursuant to Section 13 or Section 15 ( d ) of the Act . Indicate by check mark whether the registrant ( 1 ) has filed all reports required to be filed by Section 13 or 15 ( d ) of the Securities Exchange Act of 1934 during the preceding 12 months ( or for such shorter period that the registrant was required to file such reports ) , and ( 2 ) has been subject to such filing requirements for the past 90 days . Yes No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S - T ( §232.405 of this chapter ) during the preceding 12 months ( or for such shorter period that the registrant was required to submit such files ) . Yes > No □ Indicate by check mark whether the registrant is a large accelerated filer , an accelerated filer , a non - accelerated filer , a smaller reporting company , or an emerging growth company . See definition of " large accelerated filer , " " accelerated filer , " " smaller reporting company , " and " emerging growth company " in Rule 12b - 2 of the Exchange Act . Large accelerated filer Non - accelerated filer Accelerated filer Smaller reporting company Emerging growth company 0 0 0 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 . □ Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404 ( b ) of the Sarbanes - Oxley Act ( 15 U.S.C. 7262 ( b ) ) by the registered public accounting firm that prepared or issued its audit report . Indicate by check mark whether the registrant is a shell company ( as defined in Rule 12b - 2 of the Exchange Act ) . Yes No 区 The aggregate market value of common stock held by non - affiliates of the registrant , computed by reference to the closing price at which the common stock was sold on January 31 , 2021 , the last business day of the registrant's most recently completed second fiscal quarter , as reported on the New York Stock Exchange , was approximately $ 6.1 billion . Shares of common stock held by each executive officer , director and holder of 5 % or more of the outstanding common stock have been excluded in that such persons may be deemed to be affiliates . This determination of affiliate status does not reflect a determination that such persons are affiliates of the registrant for any other purpose . On August 31 , 2021 , the registrant had 83,076,348 shares of common stock outstanding .