[Form 3] GUIDEWIRE SOFTWARE, INC. Initial Statement of Beneficial Ownership

Rhea-AI Filing Summary

Citadel Advisors LLC and related entities have filed a passive Schedule 13G disclosing a new 8.7 % stake in Bakkt Holdings, Inc. (BKKT). The group, which includes Citadel Advisors, Citadel Advisors Holdings LP, Citadel GP LLC, Citadel Securities and founder Kenneth Griffin, reports beneficial ownership of 1,319,162 Class A shares plus 198 shares held by Citadel Securities, for a total of 1,319,360 shares. The percentage ownership is calculated against an outstanding share count of 15,119,894, which incorporates 746,375 shares issuable upon warrant conversion.

All voting and dispositive powers are shared; none of the reporting persons has sole power over the shares. The filing is made under Rule 13d-1(b)/(c) as a passive investment, and the certification states the securities were not acquired to influence control of the issuer. The entities are organized in Delaware, and the principal business address for each is 830 Brickell Plaza, Miami, FL 33131. Event date triggering the filing was 30 July 2025; the statement was signed 6 Aug 2025 by authorized signatory Seth Levy.

Positive

• Citadel entities disclose 8.7 % ownership of BKKT, adding a high-profile institutional holder and potentially enhancing market confidence.

Negative

• None.

Insights

Equity Analyst

TL;DR: Citadel declares 8.7 % passive stake, signalling institutional interest; limited immediate control implications.

Citadel’s 1.32 million-share position vaults it above the 5 % threshold, requiring this 13G. While passive, backing from a top-tier hedge fund often improves market perception and liquidity for small-float names like BKKT (≈15 MM shares). Voting and disposal rights are shared across multiple Citadel vehicles, suggesting centralised portfolio management rather than an activist structure. No sole voting power reduces governance impact, but the stake is large enough to matter if Citadel later changes filing status to 13D. Short-term, the disclosure can be viewed as modestly positive for sentiment and trading depth.

Corporate Governance Specialist

TL;DR: Passive filing signals no control intent; governance risk remains low.

The certification under Item 10 explicitly affirms the shares were not acquired to influence control, and all reporting persons disclaim beneficial ownership beyond their actual holdings. Sole voting power is zero, limiting Citadel’s unilateral influence over shareholder resolutions. Therefore, governance dynamics at Bakkt remain largely unchanged. Investors should monitor any subsequent switch to a Schedule 13D or increase beyond 10 %, which would indicate an activist or control orientation.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Peterson David Franklin

(Last) (First) (Middle)

C/O GUIDEWIRE SOFTWARE, INC.

970 PARK PL, SUITE 200

(Street)

SAN MATEO CA 94403

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/24/2025

3. Issuer Name and Ticker or Trading Symbol
Guidewire Software, Inc. [ GWRE ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Accounting Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	11,953	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Performance Shares	(1)	09/13/2033	Common Stock	3,199	$0	D
Performance Shares	(2)	09/15/2032	Common Stock	2,766	$0	D

Explanation of Responses:

1. PSUs cliff vest at the end of the three-year performance period based on the average performance of the three one-year performance periods. One-year financial targets for each of the three performance measurement periods are set up front at the time of the grant.

2. At the end of Year 1, as to 50% of this PSU award (Part 1), the Compensation Committee of the Board of Directors determined, on 9/15/2023, that 101.8% of the performance conditions against the FY23 ARR targets were met resulting in an increase of 36 PSUs earned by the Reporting Person in addition to the original grant amount of 4,130. 33% of Part 1 vested immediately thereafter. 33% of Part 1 vested at the end of Year 2 (9/15/2024), and 33% of Part 1 will vest at the end of Year 3 (9/15/2025). At the end of Year 3 (9/15/2025), 50% of the PSU award (Part 2) will be determined based on performance against the FY25 ARR targets.

Remarks:

	By: Winston King, Attorney-in-Fact for David Franklin Peterson	08/06/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

How many Bakkt (BKKT) shares does Citadel now own?

Citadel-related entities report 1,319,360 Class A shares, representing 8.7 % of shares outstanding.

Is Citadel’s stake in BKKT active or passive?

The Schedule 13G is filed on a passive basis; the certification states the securities were not acquired to influence control.

What share count did Citadel use to calculate its 8.7 % ownership?

The filing cites 15,119,894 shares outstanding, including 746,375 shares issuable upon warrant conversion.

Does Kenneth Griffin personally own Bakkt shares?

Yes. Griffin is deemed to beneficially own the same 1,319,360 shares held through Citadel entities, with shared voting and dispositive power.

When was the BKKT ownership event that triggered this filing?

The event date is 30 July 2025; the filing was signed on 6 August 2025.