[144] GUIDEWIRE SOFTWARE, INC. SEC Filing

Rhea-AI Filing Summary

Amendment No. 25 to Schedule 13D discloses that India-based Tractors & Farm Equipment Ltd (TAFE), TAFE Motors & Tractors Ltd and chair Mallika Srinivasan collectively hold roughly 16.3 % of AGCO’s 74.6 million outstanding shares (≈12.15 million shares). The filing follows a comprehensive settlement signed on 30 Jun 2025 that resets the long-standing strategic relationship between the two companies.

Key agreements

• Cooperation Agreement: imposes a perpetual stand-still: the Reporting Persons will vote in line with AGCO’s Board and will not raise their ownership above the “Ownership Cap” (≈16.3 %) except on defined change-of-control triggers. They must also participate proportionately in future AGCO buybacks.
• Buyback Agreement: AGCO Holding B.V. will sell its 20.7 % stake in TAFE (2.389 million shares) back to TAFE for US$260 million. Completion is pending Indian procedural approvals.
• Intellectual Property Agreement: Exclusive rights to the “Massey Ferguson” brand for tractors in India, Nepal and Bhutan will transfer to TAFE when the Buyback closes.
• Arbitration & Litigation Settlements: All cross-border disputes and brand-related suits will be withdrawn, eliminating legal overhang.

Strategic implications

• AGCO receives US$260 million cash and exits its minority position in TAFE.
• Stable 16 % shareholder alignment reduces near-term takeover risk and supports Board initiatives.
• Brand transfer limits AGCO’s direct exposure to the fast-growing Indian tractor market but clarifies marketing rights.

Positive

• US$260 million cash inflow from TAFE share buyback strengthens AGCO’s balance sheet and capital allocation flexibility.
• Settlement of all arbitration and Indian litigation removes legal uncertainty and potential expense overhang.
• Perpetual stand-still aligns a 16 % shareholder with AGCO’s Board, reducing governance friction and takeover risk.

Negative

• Transfer of exclusive “Massey Ferguson” brand rights in India, Nepal and Bhutan to TAFE could limit AGCO’s future growth in those high-volume markets.

Insights

Financial Analyst

TL;DR: Cash inflow and dispute resolution are mildly accretive; brand concession is a manageable trade-off.

The US$260 million buyback proceeds provide immediate liquidity that can fund repurchases or bolt-on acquisitions, equivalent to roughly 3 % of AGCO’s market cap. Terminating costly arbitrations and Indian lawsuits removes earnings volatility and legal expenses. The perpetual stand-still stabilises governance, lowering the probability of a hostile campaign while keeping change-of-control options open through defined triggers. The main give-up is exclusive “Massey Ferguson” branding in India, Nepal and Bhutan; however, AGCO’s direct sales in those territories were already limited, so revenue impact should be minor. Net effect: modestly positive for shareholder value.

Corporate Governance Specialist

TL;DR: Stand-still secures board support but cements a powerful 16 % bloc; future dynamics hinge on trigger events.

The Cooperation Agreement locks a significant holder into board-aligned voting, reducing proxy contest risk and aiding strategic consistency. Proportional participation in future buybacks prevents creeping control. Nevertheless, the agreement’s exception list preserves TAFE’s right to act independently during extraordinary transactions, so influence remains. By exchanging branding rights and closing suits, both parties clear historic friction, suggesting a more collaborative posture. Governance risk is neutral overall—greater stability offset by the permanence of a large, coordinated shareholder.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common	Morgan Stanley Smith Barney LLC Executive Financial Services 1 New York Plaza 8th Floor New York NY 10004	3000	705150.00	84195223	07/01/2025	NYSE

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common	06/15/2025	Restricted Stock	ISSUER			3000	06/15/2025	Not Applicable

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
JOHN MULLEN 970 Park Place, Suite 200 San Mateo CA 94403	Common	06/17/2025	7141	1777666.31
JOHN MULLEN 970 Park Place, Suite 200 San Mateo CA 94403	Common	06/02/2025	3000	646050.00
JOHN MULLEN 970 Park Place, Suite 200 San Mateo CA 94403	Common	05/02/2025	377	79170.00
JOHN MULLEN 970 Park Place, Suite 200 San Mateo CA 94403	Common	05/02/2025	323	67830.00
JOHN MULLEN 970 Park Place, Suite 200 San Mateo CA 94403	Common	05/02/2025	1400	294000.00
JOHN MULLEN 970 Park Place, Suite 200 San Mateo CA 94403	Common	05/01/2025	2300	475617.00

144: Remarks and Signature

Remarks

Date of Notice

Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

What percentage of AGCO (NYSE: AGCO) shares does TAFE currently own?

TAFE beneficially owns approximately 16.3 % of AGCO’s 74.6 million outstanding shares.

How much cash will AGCO receive from the TAFE buyback agreement?

AGCO will receive US$260 million for selling its 20.7 % stake in TAFE.

What are the main terms of the Cooperation Agreement between AGCO and TAFE?

TAFE must vote with AGCO’s Board, cap ownership at ~16.3 %, and join future share repurchases, with exceptions for certain change-of-control events.

Does the filing resolve existing litigation between AGCO and TAFE?

Yes. The Arbitration and India Litigation Settlement agreements withdraw all claims on a no-fault basis.

What happens to the ‘Massey Ferguson’ brand rights in India?

Upon the Effective Date, sole ownership for India, Nepal and Bhutan transfers to TAFE for tractors and related equipment.