Baron Capital Group and related entities report a significant passive stake in Guidewire Software. They disclose beneficial ownership of 5,147,550 shares of Guidewire common stock, representing 6.05% of the class as of December 31, 2025, with no sole voting or dispositive power.
The shares are held with shared voting power over 5,060,186 shares and shared dispositive power over 5,147,550 shares. The filing states the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of Guidewire.
Positive
None.
Negative
None.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 12)
Guidewire Software, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
40171V100
(CUSIP Number)
12/31/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
40171V100
1
Names of Reporting Persons
BAMCO INC /NY/
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
NEW YORK
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
4,324,370.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
4,411,734.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,411,734.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5.19 %
12
Type of Reporting Person (See Instructions)
IA, CO
SCHEDULE 13G
CUSIP No.
40171V100
1
Names of Reporting Persons
Baron Capital Group, Inc.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
NEW YORK
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
5,060,186.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
5,147,550.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
5,147,550.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
6.05 %
12
Type of Reporting Person (See Instructions)
HC, CO
SCHEDULE 13G
CUSIP No.
40171V100
1
Names of Reporting Persons
Baron Capital Management, Inc.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
NEW YORK
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
735,816.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
735,816.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
735,816.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.87 %
12
Type of Reporting Person (See Instructions)
IA, CO
SCHEDULE 13G
CUSIP No.
40171V100
1
Names of Reporting Persons
Ronald Baron
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
5,060,186.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
5,147,550.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
5,147,550.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
6.05 %
12
Type of Reporting Person (See Instructions)
IN, HC
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Guidewire Software, Inc.
(b)
Address of issuer's principal executive offices:
970 Park Pl, Suite 200, San Mateo, CA 94403
Item 2.
(a)
Name of person filing:
Baron Capital Group, Inc. ("BCG"),
BAMCO, Inc. ("BAMCO"),
Baron Capital Management, Inc. ("BCM"),
Ronald Baron
(b)
Address or principal business office or, if none, residence:
767 Fifth Avenue, 49th Floor,
New York, NY 10153
(c)
Citizenship:
BCG, BAMCO and BCM are New York corporations. Ronald Baron is a citizen of the United States.
(d)
Title of class of securities:
Common Stock
(e)
CUSIP No.:
40171V100
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
5,147,550
(b)
Percent of class:
6.05 %
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
0
(ii) Shared power to vote or to direct the vote:
5,060,186
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
5,147,550
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
The advisory clients of BAMCO and BCM have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Issuer's common stock in their accounts. To the best of the Filing Persons' knowledge, no such person has such interest relating to more than 5% of the outstanding class of securities.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
BAMCO and BCM are subsidiaries of BCG. Ronald Baron owns a controlling interest in BCG.
Item 8.
Identification and Classification of Members of the Group.
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
Please see Item 3.
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
BAMCO INC /NY/
Signature:
/s/ Ronald Baron
Name/Title:
Chairman and CEO
Date:
02/17/2026
Baron Capital Group, Inc.
Signature:
/s/ Ronald Baron
Name/Title:
Chairman and CEO
Date:
02/17/2026
Baron Capital Management, Inc.
Signature:
/s/ Ronald Baron
Name/Title:
Chairman and CEO
Date:
02/17/2026
Ronald Baron
Signature:
/s/ Ronald Baron
Name/Title:
Individually
Date:
02/17/2026
Comments accompanying signature: Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)
How many Guidewire Software (GWRE) shares does Baron Capital report owning?
The filing reports beneficial ownership of 5,147,550 shares of Guidewire Software common stock. This represents a disclosed 6.05% stake in the company’s outstanding shares as of December 31, 2025, based on Schedule 13G/A ownership reporting.
What percentage of Guidewire Software (GWRE) does Baron Capital’s group hold?
Baron Capital Group and related reporting persons disclose holding 6.05% of Guidewire Software’s common stock. This ownership percentage is based on 5,147,550 shares reported as beneficially owned as of the December 31, 2025 event date in the Schedule 13G/A amendment.
Is Baron Capital’s Guidewire (GWRE) stake reported as passive or for control purposes?
The stake is reported as passive. The signatory certifies the securities were acquired and are held in the ordinary course of business, not to change or influence control of Guidewire Software, and not in connection with any control-related transaction, consistent with a Schedule 13G filing.
Who are the reporting persons in the Guidewire (GWRE) Schedule 13G/A filing?
The reporting persons are Baron Capital Group, Inc., BAMCO Inc., Baron Capital Management, Inc., and Ronald Baron. They collectively report beneficial ownership and shared voting and dispositive powers over Guidewire Software’s common stock as outlined in the ownership tables.
What voting and dispositive powers does Baron Capital report over Guidewire (GWRE) shares?
The group reports no sole voting or dispositive power. They disclose shared voting power over 5,060,186 Guidewire shares and shared dispositive power over 5,147,550 shares, meaning decisions on voting and selling these shares are made collectively rather than individually.
When is the ownership date referenced in Baron Capital’s Guidewire (GWRE) Schedule 13G/A?
The event date triggering the filing is December 31, 2025. Ownership figures, including the 5,147,550 shares and 6.05% beneficial stake in Guidewire Software’s common stock, are reported as of that date in this Schedule 13G/A Amendment No. 12.