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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): March 6, 2025
_______________________________________________________________
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 March 6, 2025, the Company issued a press release announcing unaudited financial results for the fiscal quarter ended January 31, 2025. 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
Press release dated March 6, 2025
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:
March 6, 2025
GUIDEWIRE SOFTWARE, INC.
By: /s/ JEFF COOPER
Jeff Cooper
Chief Financial Officer

EX-99.1 2 gwreex991earningsrelease13.htm EX-99.1 Document

Exhibit 99.1

Guidewire Announces Second Quarter Fiscal Year 2025 Financial Results

SAN MATEO, Calif., March 6, 2025 - Guidewire (NYSE: GWRE) today announced its financial results for the fiscal quarter ended January 31, 2025.

“We delivered another excellent quarter driven by 12 cloud deals, with the majority at larger insurers who demand a platform that can handle their complexity and scale,” said Mike Rosenbaum, chief executive officer, Guidewire. “Now, more than ever, we're reminded of the essential role insurers play in helping communities rebuild and recover, and we're proud to partner with these vital institutions and empower their ability to deliver when it matters most.”

“ARR, revenue and profitability finished above the high end of our outlook ranges in the second quarter,” said Jeff Cooper, chief financial officer, Guidewire. “This outperformance, combined with visibility into ARR from ramps in the second half of the year and a healthy pipeline, gives us the confidence to raise our full-year 2025 outlook.”

Second Quarter Fiscal Year 2025 Financial Highlights

Revenue
•Total revenue for the second quarter of fiscal year 2025 was $289.5 million, an increase of 20% from the same quarter in fiscal year 2024. Subscription and support revenue was $177.8 million, an increase of 35%; license revenue was $63.7 million, a decrease of 10%; and services revenue was $47.9 million, an increase of 26%, each as compared to the same quarter in fiscal year 2024.
•As of January 31, 2025, annual recurring revenue, or ARR, was $918.1 million, compared to $864.0 million as of July 31, 2024. ARR results for interim quarterly periods in fiscal year 2025 are based on actual currency rates at the end of fiscal year 2024, held constant throughout the year.

Profitability
•GAAP income from operations was $11.7 million for the second quarter of fiscal year 2025, compared with GAAP loss from operations of $12.4 million for the same quarter in fiscal year 2024.
•Non-GAAP income from operations was $53.9 million for the second quarter of fiscal year 2025, compared with $25.7 million for the same quarter in fiscal year 2024.
•GAAP net loss was $37.3 million for the second quarter of fiscal year 2025, compared with GAAP net income of $9.7 million for the same quarter in fiscal year 2024. GAAP net loss per share was $0.45, based on diluted weighted average shares outstanding of 83.7 million, compared to GAAP net income per share of $0.12 for the same quarter in fiscal year 2024, based on diluted weighted average shares outstanding of 83.3 million.
•Non-GAAP net income was $43.9 million for the second quarter of fiscal year 2025, compared with non-GAAP net income of $39.1 million for the same quarter in fiscal year 2024. Non-GAAP net income per share was $0.51, based on diluted weighted average shares outstanding of 86.2 million, compared to non-GAAP net income per share of $0.46 for the same quarter in fiscal year 2024, based on diluted weighted average shares outstanding of 86.8 million.

Liquidity and Capital Resources
•Guidewire had $1,412.4 million in cash, cash equivalents, and investments at January 31, 2025, compared to $1,129.5 million at July 31, 2024. The increase was primarily due to net proceeds of $412.7 million related to the new issuance of convertible notes in October 2024 after the purchase of capped calls and the retirement of a portion of the convertible notes due in March 2025.
•In December 2024, $100.0 million aggregate principal amount of the convertible notes due in March 2025 was retired for approximately $153.5 million in cash consideration. In connection with this transaction, we recognized $53.3 million of retirement of debt expense in other income (expense), net on the condensed consolidated statement of operations.




Business Outlook
Guidewire is issuing the following outlook for the third quarter of fiscal year 2025 based on current expectations:
•Ending ARR between $942 million and $947 million
•Total revenue between $283 million and $289 million
•Operating income (loss) between $(4) million and $2 million
•Non-GAAP operating income between $36 million and $42 million

Guidewire is issuing the following updated outlook for fiscal year 2025 based on current expectations:
•Ending ARR between $1,000 million and $1,010 million
•Total revenue between $1,164 million and $1,174 million
•Operating income between $10 million and $20 million
•Non-GAAP operating income between $175 million and $185 million
•Operating cash flow between $230 million and $260 million

Conference Call Information
What:
Guidewire Second Quarter Fiscal Year 2025 Financial Results Conference Call
When:
Thursday, March 6, 2025
Time: 2:00 p.m. PT (5:00 p.m. ET)
Dial-In:
(669) 444-9171
Meeting ID:
932 2061 2395
Password:
889429
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.

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) 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, gain (loss) on sale of strategic investments, retirement of debt, and related tax effects of the non-GAAP adjustments. Additionally, non-GAAP net income (loss) per share includes shares from the conversion premium related to our convertible debt and excludes the tax-effected interest expense on convertible debt using the if-converted method, as appropriate. 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 six months ended January 31, 2025, the recurring license and support or subscription contract value recognized as services revenue was $4.6 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 42 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 solution 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 (formerly known as Twitter) 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, and our future business momentum relating to our market leadership, cloud deals, and financial performance expectations. 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: quarterly and annual operating results may fluctuate more than expected; 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 reliance on sales to and renewals from a relatively small number of large customers for a substantial portion of our revenue and ARR; 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 successfully manage our business model, including achieving market acceptance of our cloud-based services and products and the costs related to cloud operations, cybersecurity, product development, and services; the timing, success, and number of professional services engagements and the billing rates and utilization of our professional services employees and contractors; the impact of global events (including, without limitation, ongoing global conflicts, inflation, high interest rates, economic volatility, political uncertainties, bank failures and associated financial instability, and supply chain issues) on our employees, our business, and the businesses of our customers, system integrator (“SI”) partners, and vendors; data security breaches of our cloud-based services and products or unauthorized access to our employees’ or our customers’ data; our competitive environment and changes thereto; issues in the development and use of AI and machine learning, combined with an uncertain regulatory environment; use of AI by our workforce may present risks to our business; 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 services revenue produces lower gross margins than our license, subscription and support revenue; our product development and sales cycles are lengthy and may be affected by factors outside of our control; 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; weakened global economic conditions may adversely affect the P&C insurance industry, including the rate of information technology spending; our ability to sell our services and products is highly dependent on the quality of our professional services and SI partners; the risk of losing key employees; the challenges of international operations, including changes in foreign exchange rates; 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)
January 31,
2025
July 31,
2024
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 697,488  $ 547,992 
Short-term investments 471,473  455,576 
Accounts receivable, net 123,001  137,339 
Unbilled accounts receivable, net 114,481  87,031 
Prepaid expenses and other current assets 71,683  67,596 
Total current assets 1,478,126  1,295,534 
Long-term investments 243,473  125,885 
Unbilled accounts receivable, net 801  4,157 
Property and equipment, net 54,079  55,409 
Operating lease assets 43,142  43,750 
Intangible assets, net 6,360  9,005 
Goodwill 372,214  372,214 
Deferred tax assets, net 281,034  253,085 
Other assets 63,560  67,255 
TOTAL ASSETS $ 2,542,789  $ 2,226,294 
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable $ 24,921  $ 15,209 
Accrued employee compensation 60,601  109,084 
Deferred revenue, net 264,852  281,855 
Convertible senior notes, net 178,966  398,903 
Other current liabilities 29,341  32,584 
Total current liabilities 558,681  837,635 
Lease liabilities 33,983  34,721 
Convertible senior notes, net 672,828  — 
Deferred revenue, net 3,109  3,628 
Other liabilities 5,452  7,578 
Total liabilities 1,274,053  883,562 
STOCKHOLDERS’ EQUITY:
Common stock
Additional paid-in capital 1,936,293  1,979,021 
Accumulated other comprehensive income (loss) (15,374) (12,244)
Retained earnings (accumulated deficit) (652,191) (624,053)
Total stockholders’ equity 1,268,736  1,342,732 
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 2,542,789  $ 2,226,294 




GUIDEWIRE SOFTWARE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited, in thousands except share and per share data)
Three Months Ended January 31, Six Months Ended January 31,
2025 2024 2025 2024
Revenue:
Subscription and support $ 177,838  $ 131,642  $ 347,580  $ 259,269 
License 63,694  71,083  101,064  105,108 
Services 47,948  38,172  103,737  83,927 
Total revenue 289,480  240,897  552,381  448,304 
Cost of revenue(1):
Subscription and support 59,096  49,934  113,120  97,988 
License 942  1,483  1,823  2,702 
Services 50,290  47,074  99,894  92,916 
Total cost of revenue 110,328  98,491  214,837  193,606 
Gross profit:
Subscription and support 118,742  81,708  234,460  161,281 
License 62,752  69,600  99,241  102,406 
Services (2,342) (8,902) 3,843  (8,989)
Total gross profit 179,152  142,406  337,544  254,698 
Operating expenses(1):
Research and development 70,268  65,458  139,148  127,927 
Sales and marketing 55,452  49,181  106,930  93,762 
General and administrative 41,709  40,177  84,463  79,200 
Total operating expenses 167,429  154,816  330,541  300,889 
Income (loss) from operations 11,723  (12,410) 7,003  (46,191)
Interest income 15,722  10,290  29,328  20,903 
Interest expense (4,183) (1,692) (6,245) (3,375)
Other income (expense), net (66,289) 10,776  (70,344) (2,966)
Income (loss) before provision for (benefit from) income taxes (43,027) 6,964  (40,258) (31,629)
Provision for (benefit from) income taxes (5,750) (2,723) (12,120) (14,245)
Net income (loss) $ (37,277) $ 9,687  $ (28,138) $ (17,384)
Net income (loss) per share:
Basic
$ (0.45) $ 0.12  $ (0.34) $ (0.21)
Diluted $ (0.45) $ 0.12  $ (0.34) $ (0.21)
Shares used in computing net income (loss) per share:
Basic
83,705,700  82,133,632  83,490,968  81,912,272 
Diluted 83,705,700  83,305,080  83,490,968  81,912,272 




(1)Amounts include stock-based compensation expense as follows:
Three Months Ended January 31, Six Months Ended January 31,
2025 2024 2025 2024
 Stock-based compensation expense:
 Cost of subscription and support revenue $ 3,773  $ 3,414  $ 6,913  $ 6,876 
 Cost of license revenue 36  53  72  148 
 Cost of services revenue 5,361  4,643  10,163  9,432 
 Research and development 10,469  10,138  20,293  20,124 
 Sales and marketing 10,880  8,190  20,568  15,919 
 General and administrative 10,429  9,989  20,999  20,025 
 Total stock-based compensation expense $ 40,948  $ 36,427  $ 79,008  $ 72,524 



GUIDEWIRE SOFTWARE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited, in thousands)
  Three Months Ended January 31, Six Months Ended January 31,
  2025 2024 2025 2024
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ (37,277) $ 9,687  $ (28,138) $ (17,384)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization 5,728  5,492  11,573  10,934 
Amortization of debt issuance costs 1,179  432  1,724  862 
Amortization of contract acquisition costs 4,732  4,681  9,871  8,745 
Stock-based compensation 40,948  36,427  79,008  72,524 
Changes to allowance for credit losses and revenue reserves (167) (322) 1,090  (194)
Deferred income tax (6,204) (4,170) (14,159) (17,390)
Amortization of premium (accretion of discount) on available-for-sale securities, net (3,321) (3,296) (6,549) (6,223)
Gain on sale of strategic investments (3,671) (1,758) (3,671) (1,758)
Changes in fair value of strategic investments 291  —  238  — 
Loss on retirement of debt 53,265  —  53,565  — 
Other non-cash items affecting net income (loss) 17  (17) (46)
Changes in operating assets and liabilities:
Accounts receivable (25,792) (34,646) 12,817  22,547 
Unbilled accounts receivable 14,795  18,352  (24,094) 1,102 
Prepaid expenses and other assets (5,554) (5,971) (11,845) (12,531)
Operating lease assets (1,149) 2,075  608  4,046 
Accounts payable (6,056) 4,770  10,150  (12,212)
Accrued employee compensation 9,667  14,919  (46,878) (39,657)
Deferred revenue 40,585  24,137  (17,522) (13,756)
Lease liabilities 1,534  (1,644) (151) (3,245)
Other liabilities 2,441  103  (3,954) 804 
Net cash provided by (used in) operating activities 85,991  69,251  23,686  (2,832)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of available-for-sale securities (218,093) (154,607) (429,742) (314,846)
Maturities and sales of available-for-sale securities 163,215  130,030  303,111  267,416 
Purchases of property and equipment (790) (2,992) (1,633) (3,990)
Capitalized software development costs (2,923) (2,366) (7,156) (6,058)
Acquisition of strategic investments —  —  (772) (250)
Sale of strategic investments 5,671  6,508  5,671  6,508 
Net cash provided by (used in) investing activities (52,920) (23,427) (130,521) (51,220)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of convertible senior notes, net of issuance costs (910) —  671,840  — 
Payment for the retirement of convertible senior notes (153,141) —  (353,535) — 
Purchase of capped calls —  —  (58,788) — 
Payment of revolving credit facility costs (2,065) —  (2,065) — 
Proceeds from issuance of common stock upon exercise of stock options 525  2,464 
Net cash provided by (used in) financing activities (155,591) 259,916 
Effect of foreign exchange rate changes on cash, cash equivalents, and restricted cash (3,554) 2,742  (3,585) (1,561)
NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH (126,074) 48,570  149,496  (55,609)
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH—Beginning of period 824,754  302,611  549,184  406,790 
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH—End of period $ 698,680  $ 351,181  $ 698,680  $ 351,181 



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 January 31, Six Months Ended January 31,
2025 2024 2025 2024
Gross profit reconciliation:
GAAP gross profit $ 179,152  $ 142,406  $ 337,544  $ 254,698 
Non-GAAP adjustments:
Stock-based compensation 9,170  8,110  17,148  16,456 
Amortization of intangibles 485  485  970  970 
Non-GAAP gross profit $ 188,807  $ 151,001  $ 355,662  $ 272,124 
Income (loss) from operations reconciliation:
GAAP income (loss) from operations $ 11,723  $ (12,410) $ 7,003  $ (46,191)
Non-GAAP adjustments:
Stock-based compensation 40,948  36,427  79,008  72,524 
Amortization of intangibles 1,278  1,367  2,645  2,734 
Acquisition consideration holdback —  299  —  685 
Non-GAAP income (loss) from operations $ 53,949  $ 25,683  $ 88,656  $ 29,752 
Net income (loss) reconciliation:
GAAP net income (loss) $ (37,277) $ 9,687  $ (28,138) $ (17,384)
Non-GAAP adjustments:
Stock-based compensation 40,948  36,427  79,008  72,524 
Amortization of intangibles 1,278  1,367  2,645  2,734 
Acquisition consideration holdback —  299  —  685 
Amortization of debt issuance costs 1,179  432  1,724  862 
Changes in fair value of strategic investments
291  —  238  — 
Gain on sale of strategic investments
(3,671) (1,758) (3,671) (1,758)
Retirement of debt (1)
53,265  —  53,565  — 
Tax impact of non-GAAP adjustments (12,084) (7,327) (24,751) (18,820)
Non-GAAP net income (loss) $ 43,929  $ 39,127  $ 80,620  $ 38,843 
Tax provision (benefit) reconciliation:
GAAP tax provision (benefit) $ (5,750) $ (2,723) $ (12,120) $ (14,245)
Non-GAAP adjustments:
Stock-based compensation 5,160  3,839  10,735  7,218 
Amortization of intangibles 161  144  361  272 
Acquisition consideration holdback —  32  —  68 
Amortization of debt issuance costs 149  46  229  86 
Changes in fair value of strategic investments
37  —  29  — 
Gain on sale of strategic investments
(463) (191) (463) (191)
Retirement of debt (1)
6,712  —  6,756  — 
Tax impact of non-GAAP adjustments 328  3,457  7,104  11,367 
Non-GAAP tax provision (benefit) $ 6,334  $ 4,604  $ 12,631  $ 4,575 



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 January 31, Six Months Ended January 31,
2025 2024 2025 2024
Net income (loss) per share reconciliation:
GAAP net income (loss) per share – diluted $ (0.45) $ 0.12  $ (0.34) $ (0.21)
Non-GAAP adjustments:
Stock-based compensation 0.49  0.44  0.95  0.88 
Amortization of intangibles 0.02  0.02  0.03  0.04 
Acquisition consideration holdback —  —  —  — 
Amortization of debt issuance costs
0.01  0.01  0.02  0.02 
Changes in fair value of strategic investments
—  —  —  — 
Gain on sale of strategic investments
(0.04) (0.02) (0.04) (0.02)
Retirement of debt (1)
0.64  —  0.64  — 
Tax impact of non-GAAP adjustments (0.14) (0.09) (0.30) (0.23)
Interest expense on convertible debt
—  0.01  —  — 
Non-GAAP dilutive shares excluded from GAAP net income (loss) per share calculation (0.02) (0.03) (0.02) (0.01)
Non-GAAP net income (loss) per share – diluted $ 0.51  $ 0.46  $ 0.94  $ 0.47 
Shares used in computing non-GAAP net income (loss) per share amounts:
GAAP weighted average shares – diluted 83,705,700  83,305,080  83,490,968  81,912,272 
Non-GAAP dilutive shares excluded from GAAP net income (loss) per share calculation 2,510,517  3,516,480  2,494,953  1,031,222 
GAAP and pro forma weighted average shares — diluted
86,216,217  86,821,560  85,985,921  82,943,494 
(1) During the six months ended January 31, 2025, the Company recorded a $53.6 million loss on retirement of debt in other income (expense) comprised of $53.3 million loss on extinguishment and $0.3 million loss on the induced conversion of a portion of its convertible senior notes due March 2025. Prior to the first quarter of fiscal year 2025, there were no transactions similar to the retirement of debt in any periods presented on the condensed consolidated statements of operations.
The following table summarizes our free cash flow for the periods indicated below:

Three Months Ended January 31, Six Months Ended January 31,
2025 2024 2025 2024
Free cash flow:
Net cash provided by (used in) operating activities $ 85,991  $ 69,251  $ 23,686  $ (2,832)
Purchases of property and equipment (790) (2,992) (1,633) (3,990)
Capitalized software development costs (2,923) (2,366) (7,156) (6,058)
Free cash flow $ 82,278  $ 63,893  $ 14,897  $ (12,880)




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):
Third Quarter
Fiscal Year 2025
Fiscal Year 2025
Income (loss) from operations outlook reconciliation:
GAAP income (loss) from operations $(4) $2 $10 $20
Non-GAAP adjustments:
Stock-based compensation 39 39 160 160
Amortization of intangibles 1 1 5 5
Non-GAAP income (loss) from operations $36 $42 $175 $185