Gloo Holdings, Inc.

Nature of Business

Business

Gloo Holdings, LLC (now a wholly-owned subsidiary of Gloo Holdings, Inc.), together with its consolidated subsidiaries (“Gloo” or the “Company”), provides a breadth of products, services, and solutions to the two primary stakeholders at the core of the faith and flourishing ecosystem: (1) network capability providers (“NCPs”) and (2) the churches and frontline organizations (“CFLs”) they serve. The Company’s mission is to build the leading technology platform for the faith and flourishing ecosystem, which is one of the largest, oldest, and least-digitized ecosystems in the world.

The Gloo platform serves as a digital infrastructure between NCPs and CFLs. By facilitating efficient exchange between the two, Gloo enables both sides to succeed; CFLs gain access to better resources and NCPs benefit from efficient distribution and targeted reach. This creates a virtuous cycle, strengthening the platform with each interaction. The Gloo platform includes a suite of technology, marketplace, and service solutions offered directly from Gloo or from Gloo’s consolidated subsidiaries and equity method investments (“Gloo Capital Partners”).

Initial Public Offering and Corporate Reorganization

On November 19, 2025, the Company completed a series of internal organizational transactions pursuant to which Gloo Holdings, LLC became a wholly owned subsidiary of Gloo Holdings, Inc., a Delaware corporation and the members of Gloo Holdings, LLC immediately prior to the consummation of such transactions became holders of shares of Class B common stock of Gloo Holdings, Inc. (the “Corporate Reorganization”) in preparation for the Company’s initial public offering (“IPO”). As a result of the Corporate Reorganization, Gloo Holdings, Inc. became the sole managing member of Gloo Holdings, LLC.

As part of the Corporate Reorganization, all outstanding equity interests of Gloo Holdings, LLC, including preferred, common and profit units, were exchanged for shares of Class B common stock of Gloo Holdings, Inc. on a three-for-one basis (the “Reverse Split”), with profit units exchanged for restricted or unrestricted shares subject to their original vesting conditions and hurdle rates.

On November 19, 2025, the Company’s Class A common stock began trading on the Nasdaq Global Select Market (“Nasdaq”) under the symbol “GLOO,” issuing 9,100,000 shares of its Class A common stock at a public offering price of $8.00 per share for net proceeds of $67.2 million, after deducting underwriting discounts, commissions and estimated offering expenses. On November 24, 2025, the underwriters made a partial exercise of their option by purchasing an additional 684,688 shares of the Company’s Class A common stock at the original public offering price of $8.00 per share. The Company received additional net proceeds of $5.1 million, after subtracting underwriting discounts and commissions of $0.4 million.

In accordance with ASC 805, the Corporate Reorganization is accounted for as a combination of entities under common control, with no change in the basis of the assets and liabilities of the historical consolidated entity. As a result, the consolidated financial statements of Gloo Holdings, Inc. will represent a continuation of the historical consolidated financial statements of Gloo Holdings, LLC. All historical unit, option and per-unit information presented in these condensed consolidated financial statements has been retrospectively adjusted, where applicable, to reflect the Reverse Split for all periods presented.

Going Concern

Since inception, the Company has incurred cumulative losses from operations. The Company has funded its operations and capital needs primarily through net proceeds received from the sale of preferred units and proceeds from long-term debt. The Company held cash and cash equivalents of $15.1 million and had an accumulated deficit of $476.1 million as of October 31, 2025. Additionally, the Company incurred a net loss of $110.1 million and used $63.0 million of cash in operating activities for the nine months ended October 31, 2025. The Company’s plans include generating revenue through subscriptions of its expanding techno logy and AI offerings, increased marketplace offerings and growing advertising services, as well as seeking external sources of liquidity. If adequate funds are not available, the Company will need to raise additional funds to meet its long-term strategic plans. Management believes it will be able to obtain additional capital to fund its operations, however, there are no assurances that the Company will be able to raise additional capital on terms acceptable to the Company or at all. If the plans are not implemented on a timely basis, management may delay or modify the Company’s business plans, potentially including the timing of planned capital expenditures, development and other planned activities, all of which, individually or in the aggregate, could have material negative consequences to the Company and its results of operations and business relationships.

In connection with the preparation of these condensed consolidated financial statements, management evaluated conditions and events known and reasonably knowable that could adversely affect the Company’s ability to meet its obligations through one year from the date the condensed consolidated financial statements are issued. Management’s assessment considered the Company’s current financial condition, characterized by recurring operating losses, negative cash flows, limited liquid resources, and dependence on external financing, as well as the funds required to execute its business plan over the evaluation period. Based on these factors, the Company has concluded there is substantial doubt about its ability to continue as a going concern for at least twelve months from the date the condensed consolidated financial statements are issued.

The condensed consolidated financial statements have been prepared on a basis that assumes the Company will continue as a going concern and do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern.

Summary of Significant Accounting Policies

Basis of Presentation and Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements include the accounts of Gloo Holdings, LLC, its wholly-owned subsidiaries, less-than-wholly-owned subsidiaries in which the Company holds a controlling financial interest, and variable interest entities (“VIEs”) for which the Company has determined it is the primary beneficiary. The Company has prepared the unaudited condensed consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information. Certain information and disclosures normally included in consolidated financial statements prepared in accordance with GAAP have been condensed or omitted. Accordingly, these condensed consolidated financial statements should be read in conjunction with its audited consolidated financial statements as of and for the year ended January 31, 2025 and the related notes. Its unaudited interim condensed consolidated financial statements include, in the opinion of management, all adjustments, consisting of normal and recurring items, necessary for the fair statement of the condensed consolidated financial statements. All material intercompany accounts and transactions have been eliminated in consolidation. There have been no significant changes in accounting policies during the nine months ended October 31, 2025 from those disclosed in the annual consolidated financial statements as of and for the year ended January 31, 2025 and the related notes. The interests of the minority owners in less-than-wholly-owned subsidiaries are accounted for as non-controlling interests.

Ownership interests in unconsolidated entities for which the Company has significant influence are accounted for using the equity method of accounting.

Use of Estimates

Thepreparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect certain amounts reported in the condensed consolidated financial statements and accompanying notes. Estimates are based on historical and anticipated results and trends, and on various other assumptions the Company believes are reasonable under the circumstances, including assumptions as to future events. Management evaluates these estimates, judgments and assumptions on an ongoing basis. Changes in estimates are recorded in the period in which they become known. Actual results could differ from those estimates, and any such differences may be material to the Company’s condensed consolidated financial statements. Significant estimates reflected in the condensed consolidated financial statements include revenue recognition, including the stand-alone selling prices (“SSP”) for each distinct performance obligation; internal-use software development costs; the useful lives of long-lived assets; the net realizable value of inventory; the reserve for expected credit losses; income taxes; equity-based compensation; the valuation of the Company’s common units, equity awards and financial instruments; the fair value of assets and noncontrolling interest acquired and liabilities assumed in business combinations; valuation of consideration transferred in business combinations; the fair value of the call option associated with the Midwestern Interactive, LLC (“Midwestern”) acquisition; the incremental borrowing rate used to determine operating lease right-of-use assets and lease liabilities, the fair value of derivative and warrant liabilities, and legal and other loss contingencies.

Noncontrolling Interests

The Company accounts for an equity interest in a less-than-wholly owned consolidated subsidiary that is not attributable, either directly or indirectly, to the Company as noncontrolling interest in accordance with ASC Topic 810, Consolidation (“ASC 810”).

Noncontrolling interest (“NCI”) is recognized as equity in the Company’s consolidated balance sheets and presented separately from the equity attributable to members of Gloo Holdings, LLC. Any change in ownership of a less-than-wholly-owned consolidated subsidiary while the controlling financial interest is retained is accounted for as an equity transaction between the controlling and noncontrolling interests. The amounts of consolidated net income or loss attributable to members of Gloo Holdings, LLC and noncontrolling interest are separately presented in the consolidated statements of operations. The Company’s net loss per unit attributable to members of Gloo Holdings, LLC excludes net losses attributable to noncontrolling interests.

Noncontrolling interests that are redeemable outside the Company’s control at fixed or determinable prices and dates are presented as mezzanine equity in the condensed consolidated balance sheets. Redeemable noncontrolling interests are recorded at the greater of the redemption fair value or the carrying value of the noncontrolling interest and adjusted each reporting period for income, loss and any distributions made. Remeasurements to the redemption value of the redeemable noncontrolling interest are recorded with corresponding adjustments against additional paid in capital. The Company has a redeemable noncontrolling interest related to an acquisition as the minority interest owner holds a put option which may require the Company to purchase its interest in certain scenarios.

Cash and Cash Equivalents and Restricted Cash

The Company considers all highly liquid investments with an original maturity of three months or less when acquired to be cash equivalents. The Company maintains cash and cash equivalent balances in financial institutions that may at times exceed federally-insured limits. The Company has not experienced any losses in such accounts.

Restricted cash consists of funds that are contractually restricted as to usage or withdrawal. The Company defines restricted cash as cash that cannot be withdrawn or used for general operating activities. Restricted cash includes amounts held to collateralize outstanding credit card borrowing facilities and is classified as current or noncurrent assets based on the nature and duration of the restriction. For the three months and nine months ended October 31, 2025 and October 31, 2024, the Company didnot have any non-current restricted cash balances. All restricted cash amounts are expected to be utilized within one year and are therefore classified as current assets.

The following table provides a reconciliation of cash, cash equivalents, and restricted cash as presented in the condensed consolidated balance sheets to the total amount shown in the condensed consolidated statements of cash flows:

Accounts Receivable, Net Allowance for Credit Losses

Accounts receivable are recorded at the invoiced amounts, net of allowance. The Company maintains an allowance for expected credit losses for amounts it does not expect to collect. In establishing an estimated allowance, the Company considers the financial condition and credit quality of its customers, historical losses, current market conditions, the age of the receivables, and current payment patterns. Account balances are written off against the allowance in the period in which the balance is deemed uncollectible. Subsequent recoveries of previously written off balances are recognized when received. Provisions for expected credit losses are recorded to general and administrative in the condensed consolidated statements of operations.

Changes in the Company’s allowance for credit losses for the periods ended October 31, 2025 and January 31, 2025 were as follows:

Revenue Recognition

The Company derives its revenue primarily from platform solutions revenue and platform revenue. The Company’s primary revenue streams were as follows:

Subscription Revenue

The Company provides customers with access to its cloud-based platforms, including Gloo+, Barna Access Plus, Church Law & Tax, ChurchSalary, and others, under subscription arrangements that do not convey a license or ownership of the software. Subscriptions are typically offered in one- or twelve-month terms and are billed in advance.

Revenue is recognized over the subscription term as the Company satisfies its performance obligation by providing continuous access to the platforms. For certain platforms, customers may cancel and receive a refund for the unused portion of the subscription. Refundable amounts are recorded as customer deposit liabilities until recognized or refunded.

Marketplace Revenue

Marketplace revenue primarily consists of physical and digital products such as books, publications, curricula, marketing collateral and church supplies sold through the Company’s online marketplace and online stores of the consolidated subsidiaries. The timing of revenue recognition within marketplace is generally point-in-time when products ship to customers.

Advertising Revenue

Advertising revenue consists of digital advertising services and campaign management services.

Digital advertising services include display advertising sold on the Company’s website and the management of cross-channel campaigns for customers. For fixed-fee arrangements, revenue is recognized over the service period, generally as costs are incurred or as time elapses, depending on the nature of the campaign. For performance-based placements, such as cost-per-click, revenue is recognized as the clicks occur. The Company applies the invoice practical expedient for these arrangements.

Campaign management services include strategy and creative consulting, mail campaigns, digital media campaigns, data and analytics, email campaigns, and SMS campaigns. Revenue from these services is recognized over time using an input method based on actual costs incurred relative to budgeted costs.

In providing advertising and campaign services, the Company engages third-party vendors for printing, postage, data acquisition, and media placement. The Company acts as the principal in these arrangements because it controls the specified services before they are transferred to the customer, has discretion in selecting and directing vendors, and is responsible for fulfilling the services. Accordingly, advertising revenues are reported on a gross basis and related third-party costs are recorded in cost of revenue.

Platform Solutions Revenue

The Company derives revenue from professional service offerings to customers. These services are primarily fixed fee engagements or scoped engagements with a projected set of hours that are billed as time is incurred. For fixed fee engagements, which have a stand-ready obligation, revenue is measured over time elapsed and recognized ratably over the contractual service period as the performance obligation is satisfied. For scoped engagements, revenue is measured using service hours that have been rendered over the contractual service period as the scope of the engagement is completed.

Customer payments for professional services are generally billed over the contractual term. Contracts generally have a term of 12 months or less and the Company performs services consistently over time and concluded that no significant financing component exists.

Taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction, that are collected by the Company from a customer, are excluded from revenue.

Contract Balances

The timing of revenue recognition, invoicing, and cash collections results in the recognition of accounts receivable, contract assets, and deferred revenue in the condensed consolidated balance sheets. Contract assets represent revenue recognized in excess of billings for partially fulfilled performance obligations recognized over time. Deferred revenue represents payments received from customers in excess of revenue recognized. Contract assets are classified as current assets in the condensed consolidated balance sheets.

Disaggregation of Cost of Revenue (exclusive of depreciation and amortization)

The Company disaggregates cost of revenue based on whether the cost is attributable to services rendered, tangible products, and other indirect costs. The breakdown of cost of revenue (exclusive of depreciation and amortization) is as follows:

Foreign Currency

The Company’s condensed consolidated financial statements are presented in U.S. dollars, which is its reporting currency. The Company has one foreign subsidiary whose functional currency is its local currency. The financial statements of this subsidiary are translated into U.S. dollars using exchange rates at the balance sheet date for assets and liabilities, average exchange rates for the period for revenues and expenses, and historical exchange rates for equity transactions. Resulting translation adjustments are recorded in accumulated other comprehensive income within the condensed consolidated statements of comprehensive loss. Foreign currency transaction gains and losses are included in other expense (income), net in the condensed consolidated statements of operations.

Deferred Offering Costs

Deferred offering costs, which consist of direct and incremental legal, accounting, consulting, printing, and other third-party fees related to the Company’s IPO, are capitalized within prepaid expenses and other current assets in the condensed consolidated balance sheets. The deferred offering costs will be offset against proceeds from the offering upon consummation of the IPO.

As of October 31, 2025 and January 31, 2025, deferred offering costs were $6.1 million and $0.4 million, respectively.

Emerging Growth Company

The Company is an emerging growth company (“EGC”) as defined in the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act, until such time as to those standards apply to private companies. The Company has elected to use the extended transition period under the JOBS Act for the adoption of certain accounting standards until the earlier of the date the Company (1) is no longer an emerging growth company or (2) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, the consolidated financial statements of the Company may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates. The adoption dates are discussed below in the Recent Accounting Pronouncements Not Yet Adopted section.

Recent Accounting Pronouncements Not Yet Adopted

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosure, requiring enhanced income tax disclosures (“ASU 2023-09”). This ASU requires disclosure of specific categories and disaggregation of information in the rate reconciliation table. This ASU also requires disclosure of disaggregated information related to income taxes paid, income or loss from continuing operations before income tax expense or benefit disaggregated between domestic and foreign, and income tax expense or benefit from continuing operations disaggregated between federal, state, and foreign. For public companies, the requirements of this ASU are effective for annual periods beginning after December 15, 2024. Early adoption is permitted and the amendments should be applied on a prospective basis. Retrospective application is permitted. The Company is currently evaluating the impact of the new guidance on the disclosure within its condensed consolidated financial statements.

In March 2024, the FASB issued ASU 2024-01, “Compensation - Stock Compensation” which was issued to reduce complexity in determining if profit interest awards are subject to ASC Topic 718, Compensation - Stock Compensation (“ASC 718”) and to reduce diversity in practice. For public entities, the standard is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. For all other entities, including emerging growth companies, the standard is effective for annual periods beginning after December 15, 2025, and interim periods within those annual periods. The Company has elected to use the extended transition period available to it as an EGC and is currently evaluating the impact of the new guidance on the disclosure within its condensed consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures,” which requires disclosure of additional information about specific expense categories underlying certain income statement expense line items. The standard is effective for all entities with annual periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact of this accounting standard update on its condensed consolidated financial statements and related disclosures.

In July 2025, the FASB issued ASU 2025-05, “Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets,” which provides a practical expedient related to the estimation of expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under Topic 606, including those assets acquired in a business combination. The practical expedient permits an entity to assume that current conditions as of the balance sheet date do not change for the remaining life of the current accounts receivable and current contract assets. This guidance is effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods, with early adoption permitted. The Company is currently evaluating the impact of the adoption of this guidance on its condensed consolidated financial statements.

In September 2025, the FASB issued ASU 2025-06, “Intangibles — Goodwill and Other — Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software,” which modernizes the accounting for internal-use software costs. The ASU eliminates all references to prescriptive and sequential software developmental stages, establishes a probable-to-complete threshold for commencing capitalization, incorporates website development guidance into Subtopic 350-40 and requires enhanced disclosures for capitalized internal-use software costs. The amendments do not change the existing criteria for which costs are eligible for capitalization or the point at which capitalization ceases. This guidance is effective for annual periods beginning after December 15, 2027, and interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact of this guidance on its condensed consolidated financial statements.

In December 2025, the FASB issued ASU 2025-11, “Interim Reporting (Topic 270) Narrow-Scope Improvements.” The amendments in this Update clarify interim disclosure requirements and the applicability of Topic 270. The objective of the update is to provide clarity about current interim requirements. The amendments in this Update also include a disclosure principle that requires entities to disclose events since the end of the last annual reporting period that have a material impact on the entity. The amendments in this ASU are required to be adopted for interim periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact of this guidance on its condensed consolidated financial statements.

Variable Interest Entities

Consolidated VIEs

Visitor Reach

As of October 31, 2025, the Company continues to hold 51.2% of the issued and outstanding equity units of Visitor Reach and reports a non-controlling interest. In connection with the acquisition of Visitor Reach, the Company entered into call option agreements (the“VR Call Options”) with three minority stockholders of Visitor Reach (the “VR Option Holders”) in exchange for future post-combination services. As the VR Call Options remain outstanding and are not yet exercisable, the Company has determined that it is still the primary beneficiary of Visitor Reach as it continues to hold to the power to direct the activities that most significantly impact Visitor Reach’s economic performance.

Barna

As discussed in Note 4, Business Combinations, in February 2025, the Company acquired 49.0% of the equity ownership of Barna, and a majority voting interest in Barna, to build on prior collaborations and expand the Company’s offerings. Barna is a research and strategy consulting firm specializing in church engagement, leadership development, cultural analysis, and generational insights.

Barna was determined to be a VIE because it lacks sufficient equity at risk to finance its operations without future subordinated financial support. The Company determined that it was the primary beneficiary of Barna because it has the power to direct activities that most significantly impact the entity’s economic performance, primarily the research, development, sale, and marketing of Barna’s faith-based content. The Company also has an obligation to absorb losses of the entity through its equity ownership interest. Accordingly, the Company consolidated Barna as of February 18, 2025. The Company holds an additional variable interest in Barna through a revenue sharing arrangement on co-developed content, including the Barna Access Plus platform.

Barna is financed primarily through related-party debt and capital contributions from the Company. At the acquisition date, the Company provided $1.3 million of new capital, most of which was used to repay outstanding loans, resulting in limited liquidity. Barna’s creditors do not have recourse to the general credit of the Company as part of its outstanding debt agreements, as the Company does not guarantee any of Barna’s debt obligations.

In conjunction with the acquisition, the Company entered into a $2.0 million commercial services agreement with Barna, committing to purchasing $1.0 million in services from Barna for the first two years following the acquisition with the intent that the companies would continue their existing commercial relationships in substantially the same manner as conducted prior to the acquisition.

Additionally, in connection with the acquisition of Barna, the Company entered into an amended and restated limited liability company agreement that included a put option (the “Barna Units Put Option”) given to the noncontrolling stockholder of Barna. This option provides the stockholder the right, but not the obligation, to cause Gloo to purchase all, but not less than all, equity ownership held in Barna by the noncontrolling stockholder at fair market value. This option is nontransferable and is exercisable within a 30-day window following either (i) the termination of Barna’s CEO, who is the majority owner of Barna’s noncontrolling stockholder, without cause, or (ii) his voluntary resignation for reasons specified in his employment agreement. The option was assigned negligible value, and the Company has classified this ownership interest as a redeemable non-controlling interest. For further detail, refer to Redeemable Non-Controlling Interest in Consolidated VIEs, below.

Total assets and liabilities included on the consolidated balance sheet for Barna as of October 31, 2025, were $10.5 million and $2.5 million, respectively. Barna’s assets consisted primarily of intangible assets related to customer relationships, trademarks, and goodwill, further supporting the fact that Barna requires ongoing assistance from the Company to finance its operations and cover its existing obligations.

Redeemable Non-Controlling Interest in VIEs - Barna

The holder of the redeemable non-controlling interest in Barna may elect to cause the Company to purchase its ownership interests at fair market value during a 30-day window immediately following either (i) the termination of Barna’s CEO, who is the majority owner of Barna’s noncontrolling stockholder, without cause, or (ii) his voluntary resignation for reasons specified in his employment agreement. Because the redemption feature is not solely within the control of the Company, this ownership interest is classified as a redeemable non-controlling interest in a consolidated VIE within mezzanine equity on the accompanying condensed consolidated balance sheets.

Subsequent adjustment of the amount presented in temporary equity is currently not required because it was not probable that the instrument will become redeemable. If and when the redemption becomes probable, the Company will record adjustments to bring the carrying value to redemption value. Adjustments of redeemable non-controlling interest to its redemption value are recorded through additional paid-in capital. Total redeemable non-controlling interest was $3.2 million as of October 31, 2025. Net loss attributable to redeemable non-controlling interest was $0.2 million and $0.5 million for the three months and nine months ended October 31, 2025, respectively.

Sermons Tech

Prior to the Sermons Tech Acquisition as described in Note. 4 Business Combinations, The Company accounted for its investment in Sermons Tech, LLC (“Sermons Tech”) under the equity method of accounting, as it determined it had significant influence over Sermons Tech’s financial and operating policies. However, the Company did not have the power to direct the activities that most significantly impact Sermons Tech’s economic performance; therefore, the Company was not the primary beneficiary of the entity through the date of acquisition. At the acquisition date, the Company remeasured its previously held equity interest and recognized a $2.6 million gain, which is included in income (loss) from equity method investments, net in the consolidated statements of operations for the three months and nine months ended October 31, 2025.

On August 1, 2025, the Company entered into a Unit Purchase Agreement (“UPA”)to acquire an additional 56.8% equity interest in Sermons Tech, increasing its ownership to 100%. The acquisition constituted a reconsideration event under ASC 810 that required the Company to reassess whether Sermons Tech continued to meet the definition of a VIE. Upon completion of this reassessment, the Company concluded that Sermons Tech continued to qualify as VIE as it does not have sufficient equity at risk to finance its activities without additional subordinated financial support. Additionally, during this reassessment it was concluded that the Company is the primary beneficiary and thus should consolidate Sermons Tech as the Company holds all of the voting equity interests in Sermons Tech, has the power to direct its most significant activities, and is obligated to absorb its losses. There are no restrictions on the Company’s ability to access or use Sermons Tech’s assets or to settle its liabilities.

The Company has determined that it is impracticable to reasonably determine Sermons Tech’s stand-alone balance sheet amounts, as of October 31, 2025, and its revenues and net income since the acquisition date due to the integration of general corporate functions upon acquisition. The Company has disclosed the allocation of the purchase price and other related information in Note. 4 Business Combinations.

Business Combinations

Sermons Tech Acquisition

On August 1, 2025, the Company entered into a Unit Purchase Agreement (“UPA”) to acquire an additional 56.8% of the equity interest in Sermons Tech LLC (Sermons Tech). The Company determined that the transaction represents a business combination under ASC 805 in which the Company is the accounting acquirer. Prior to the acquisition, the Company previously held a 43.2% equity interest in Sermons Tech, which it obtained upon the entity’s formation on October 25, 2023, in exchange for a $2.0 million capital contribution. Following the acquisition, the Company obtained a controlling financial interest in Sermons Tech through its ownership of 100% of Sermons Tech’s outstanding equity.

Sermons Tech operates an AI-enabled content generation and video editing platform tailored to churches and faith-based organizations, providing automation tools to transform sermon footage into shareable digital and social media content. Sermons Tech’s proprietary AI workflow leverages language and video models to support distribution, engagement, and donor connection for ministries across the United States. The Company acquired Sermons Tech for the purpose of integrating its AI-driven capabilities with the Company’s data, analytics, and content distribution platform to strengthen digital engagement offerings.

The fair value of the total consideration transferred in accordance with ASC 805 (the U.S. GAAP purchase price) was $5.1 million. This amount reflects the contractual stated purchase price of $6.6 million, which included $0.6 million of cash consideration and issuance of 333,333 Series A preferred units to the sellers with a stated value of $6.0 million, as adjusted in accordance with ASC 805 adjustments to (i) reflect the acquisition-date fair value of the equity consideration of $4.1 million; (ii) include additional cash remitted to the Sellers at closing; and (iii) recognize the effective settlement of a pre-existing receivable of $0.3 million owed to the Company by Sermons Tech, which became an intercompany balance upon closing. The settlement of this pre-existing receivable did not result in any material gain or loss to the Company.

The components of consideration transferred were as follows:

The Company incurred an immaterial amount of transaction-related costs, which were expensed as incurred and included in general and administrative expenses on the consolidated statements of operations.

The aggregate purchase price noted above was allocated to the identifiable assets acquired and liabilities assumed based upon their estimated fair values at the acquisition date, primarily using Level 2 and Level 3 inputs. Refer to Note 7, Fair Value Measurements for additional information. These fair value estimates represent management’s best estimate of future cash flows (including sales, cost of sales, income taxes, etc.), discount rates, competitive trends, market comparable equity valuations, and other factors. Inputs used were generally determined from historical data supplemented by current and anticipated market conditions and growth rates.

The Company engaged an independent third-party valuation firm to assist in determining the fair value of the transaction, including intangible assets. The provisional measurements of fair value for identified intangible assets acquired (and any accompanying tax impact) may be subject to change as additional information is received. The Company expects to finalize the valuation as soon as practicable, but not later than one year from the acquisition date.

Prior to the business combination, the Company held a noncontrolling equity interest in Sermons Tech, which was initially recorded at cost and subsequently adjusted each period for the Company’s share of Sermons Tech’s income or loss and any dividends paid in accordance with ASC 323. At the acquisition date, the Company revalued its previously held equity interest and recognized a $2.7 million gain associated with the remeasurement of its previously held equity interest included in income (loss) from equity method investments, net in the consolidated statements of operations for the three months and nine months ended October 31, 2025.

The resulting goodwill of $7.9 million is partially deductible for income tax purposes and is primarily attributable to the assembled workforce, established reputation, and expected synergies from integrating Sermons Tech’s operations with the Company’s platform, along with enhanced capabilities, expanded customer relationships, and long-term growth potential.

The identified intangible assets acquired were recognized based upon their fair values as of the acquisition date, determined using the cost-to-recreate method for developed technology. The newly recognized intangible asset is being amortized over its estimated useful life on a straight-line basis. The following table summarizes the estimated useful life and fair value of the identifiable intangible asset acquired as of the acquisition date:

The Company has determined that the presentation of revenue and net income from the date of acquisition is impracticable due to the integration of general corporate functions upon acquisition.

Igniter Group Acquisition

On August 29, 2025, the Company finalized an Amended Securities Purchase Agreement (“Amended SPA”) to acquire 100.0% of the equity ownership of RT Creative Group, LLC, along with its wholly-owned subsidiaries, including Igniter Stock LLC, Igniter TV LLC, and Igniter Studios LLC (RT Creative Group, LLC and its wholly-owned subsidiaries, the “Igniter Group”). The Company determined that it obtained control over the Igniter Group on August 29, 2025, which is the date on which the Company transferred the cash consideration, issued a promissory note to the sellers (the “Igniter Promissory Note”), and obtained the power to direct the operations of the Igniter Group.

The Igniter Group creates, licenses, and distributes faith-based video, photography, and media assets designed for churches, ministries, and non-profit organizations. Its product lines include digital mini-movies, worship visuals, stock content, and streaming experiences under its various brands. The Company acquired Igniter Group for the purpose of broadening its creative content portfolio and deepening its reach in the faith-aligned digital media ecosystem.

The contractual purchase price of $8.4 million, which is still subject to net working capital adjustments, was adjusted to the acquisition fair date value of $7.9 million, with differences primarily attributable to a $0.8 million fair value adjustment to the Igniter Promissory Note and an adjustment to cash consideration to reflect the amount transferred to the sellers. The Amended SPA also required a one-time payment to key executives of the Igniter Group that the

Company intended to retain. This payment to key executives was determined to be compensation rather than consideration transferred pursuant to ASC 805. The as-adjusted purchase price consisted of the following:

The Company incurred $0.4 million in transaction-related costs, which were expensed as incurred and included in general and administrative expenses on the consolidated statements of operations.

The aggregate purchase price noted above was allocated to the identifiable assets acquired and liabilities assumed based upon their estimated fair values at the acquisition date, primarily using Level 2 and Level 3 inputs. Refer to Note 7, Fair Value Measurementsfor additional information. These fair value estimates represent management’s best estimate of future cash flows (including sales, cost of sales, income taxes, etc.), discount rates, competitive trends, market comparable equity valuations, and other factors. Inputs used were generally determined from historical data supplemented by current and anticipated market conditions and growth rates.

The Company engaged an independent third-party valuation firm to assist in determining the fair value of the transaction, including intangible assets. The provisional measurements of fair value for certain intangible assets and liabilities (and any accompanying tax impact) may be subject to change as additional information is received. The Company expects to finalize the valuation as soon as practicable, but not later than one year from the acquisition date.

The resulting goodwill of $5.4 million is deductible for income tax purposes and primarily attributable to the assembled workforce, established reputation, and expected synergies from integrating Igniter’s operations with the Company’s platform, along with enhanced capabilities, expanded customer relationships, and long-term growth potential.

Theidentified intangible assets acquired were recognized based upon their fair values as of the acquisition date, determined primarily using income-based approaches, including the multi-period excess earnings method for customer relationshipsand the relief-from-royalty rate method for trademarks and developed technology. The newly recognized intangible assets are being amortized over their estimated useful lives on a straight-line basis. The following table summarizes the estimated useful lives and fair values of the identifiable intangible assets acquired as of the acquisition date:

For the three months and nine months ended October 31, 2025, the Company’s consolidated results included $0.8 million of the Igniter Group’s revenue and $0.5 million of Igniter Group’s net loss.

Barna Acquisition

On February 18, 2025, the Company acquired 49.0% of the equity ownership of Barna Holdings, LLC (“Barna” and the transaction, the “Barna Acquisition”). Barna is a research and strategy consulting firm specializing in church engagement, leadership development, cultural analysis, and generational insights. Its offerings include custom research, data reports, webcasts, and podcasts that help organizations better understand and connect with church leaders and spiritually curious audiences. The Company acquired Barna to build on prior collaborations related to co-funded research projects, while enhancing the Company’s ability to deliver advanced data-driven solutions, broaden its digital content offerings, and provide end users with a seamless digital experience with data-driven insights to the faith ecosystem. The Company’s 49.0% equity ownership represents a controlling financial interest in Barna as the Company has determined that it is the primary beneficiary of Barna. For more information on this determination, refer to Note 3, Variable Interest Entities.

The contractual purchase price consideration of $4.9 million was adjusted to the acquisition date fair value of $3.6 million. The remaining acquisition date fair valued $1.3 million was contributed directly to the acquiree as a capital infusion to fund working capital and support post-acquisition operations. Because the $1.3 million remains within the acquiree and under the Company’s control as the controlling stockholder, only the $3.6 million paid to the selling stockholders constitutes consideration transferred in accordance with ASC 805. The difference between the contractual purchase price and the GAAP purchase consideration is primarily related to a fair value adjustment related to equity consideration, and an adjustment to cash consideration to reflect the amount transferred to the sellers. The as-adjusted purchase price representing the consideration transferred under ASC 805 consisted of the following:

As part of the equity consideration transferred in the Barna Acquisition, the Company issued 188,889 Series A preferred units. Concurrent with the Barna Acquisition, the Company’s chief executive officer and principal stockholder, Mr. Beck, entered into a put option agreement with the sellers (the “Gloo Units Put Option”), granting the sellers the right, but not the obligation, to sell all, but not less than all, of their Series A preferred units to Pearl Street Trust for a total price of $3.4 million during a 12-month exercise window beginning three years after the acquisition date. Although the Company is not a party to the agreement and has no obligation to settle the Barna Units Put Option, the fair value of the option has been included as part of the total consideration transferred in the Barna Acquisition. This treatment reflects the substance of the arrangement, as the Barna Units Put Option was provided in connection with the acquisition and represents a deemed capital contribution from Mr. Beck. The Series A preferred units were assigned an aggregate fair value of $2.3 million as of the acquisition date, not inclusive of the fair value of the Gloo Units Put Option, which was estimated to be $1.1 million using the Black-Scholes Option Pricing Method. The $1.1 million value of the Gloo Units Put Option, written by Mr. Beck, was considered a deemed capital contributionto the Company and recorded as an increase to additional paid-in capital as part of the acquisition and included in consideration transferred to acquire Barna. The valuation of the Gloo Units Put Option required significant management judgment, including assumptions related to volatility, risk-free interest rates, expected term, and other relevant inputs. As the Company is neither primarily nor secondarily obligated under the put option, no liability has been recognized and there is no ongoing impact to the Company’s financial position or results of operations.

Concurrent with the Barna Acquisition, the Company provided a separate put option (the “Barna Units Put Option”) to the noncontrolling interest holders in Barna, providing them the right, but not the obligation, to cause Gloo to purchase all, but not less than all, equity ownership in Barna held by the noncontrolling interest holders at fair market value if certain conditions are met. For further information regarding this option and its impacts, refer to Note 3, Variable Interest Entities.

The Company incurred an immaterial amount of transaction-related costs, which were expensed as incurred and included in general and administrative expenses on the consolidated statements of operations. Additionally, the Company settled an immaterial amount of pre-existing contractual relationships with Barna in connection with the transaction. These pre-existing contractual relationships primarily consisted of intercompany payables and receivables between Barna and the Company. No settlement gain or loss was recognized as the arrangements were at market terms.

The Barna Acquisition was accounted for as a business combination using the acquisition method of accounting in accordance with ASC 805. The Company was identified as the accounting acquirer in the transaction. Under the acquisition method of accounting, the assets acquired and liabilities assumed are recorded at their respective fair values as of the Barna Acquisition closing date.

The aggregate purchase price noted above was allocated to the identifiable assets acquired and liabilities assumed based upon their estimated fair values at the acquisition date, primarily using Level 2 and Level 3 inputs. Refer to Note 7, Fair Value Measurements for additional information. These fair value estimates represent management’s best estimate of future cash flows (including sales, cost of sales, income taxes, etc.), discount rates, competitive trends, market comparable equity valuations, and other factors. Inputs used were generally determined from historical data supplemented by current and anticipated market conditions and growth rates.

The Company engaged an independent third-party valuation firm to assist in determining the fair value of the transaction, including intangible assets. The provisional measurements of fair value for certain intangible assets and liabilities (and any accompanying tax impact) may be subject to change as additional information is received. The Company expects to finalize the valuation as soon as practicable, but not later than one year from the acquisition date. The excess of the purchase price over the estimated fair values of the underlying identifiable assets acquired, liabilities assumed, and non-controlling interest was allocated to goodwill. The estimated fair value of the non-controlling interest was based on the price the Company paid for its 49.0% controlling interest in Barna.

The allocation of the purchase price and the estimated fair values of the assets acquired, liabilities assumed, and noncontrolling interest are shown below:

The resulting goodwill of$5.9 million is partially deductible for income tax purposes and represents the future economic benefits arising from other assets acquired that could not be individually identified and separately recognized. Specifically, the goodwill recorded as part of the Barna Acquisition includes, but is not limited to: (1) the expected synergies Barna will bring the Company’s portfolio while also unlocking new opportunities for growth, and (2) any intangible assets that do not qualify for separate recognition, such as the assembled workforce of Barna.

The Company recorded finite-lived intangible assets related to customer relationships and trademarks. The fair value of the customer relationships was determined using the multi-period excess earnings method under the income approach, and the fair value of the trademarks was determined using the relief from royalty rate method under the income approach. The newly recognized intangible assets are being amortized over their estimated useful lives on a straight-line basis. The following table summarizes the estimated fair values and estimated useful lives for the identifiable intangible assets acquired as of the acquisition date:

For the three months and nine months ended October 31, 2025, the Company’s consolidated results included $0.8 and $1.7 million of Barna’s revenue, respectively. For the nine months ended October 31, 2025, the Company’s consolidated results included $1.5 million of Barna’s net loss. The Company’s consolidated results included an immaterial amount of Barna’s net income for the three months ended October 31, 2025.

CNCL Acquisition

On February 18, 2025, the Company acquired 100% of the equity ownership of Carey Nieuwhof Communications Ltd. (“CNCL” and the transaction, the “CNCL Acquisition”). CNCL is a media and training platform dedicated to equipping faith-aligned leaders with tools to run their congregation by providing digital content, courses, podcasts, and live community engagement opportunities. With a global reach that includes a widely-enjoyed podcast, weekly newsletters, and an online network of a vast number of pastors and ministry professionals, CNCL addresses pressing leadership and cultural challenges facing today’s churches. The Company acquired CNCL to expand the distribution of its courses, integrate its “Art of Leadership” academy into the broader Gloo ecosystem, and apply AI-powered tools to increase reach and engagement. As a result, the Company aims to strengthen resources available to pastors and ministry leaders, driving greater growth, connection, and resilience across the faith ecosystem. The Company obtained a controlling financial interest in CNCL through its acquisition of 100% of the equity ownership.

The contractual purchase price of $7.1 million was adjusted to the acquisition date fair value of $5.8 million. The difference between the contractual purchase price and the GAAP purchase consideration is primarily related to a fair value adjustment related to equity consideration, and a fair value adjustment to the promissory note issued to the sellers. The as-adjusted purchase price representing the consideration transferred under ASC 805 consisted of the following:

As part of the consideration transferred in the CNCL Acquisition, the Company issued to the sellers 197,663 unitsof CNCL, which are exchangeable into the Company’s Series A preferred units (“Exchangeable Shares”). The Exchangeable Shares are substantially the economic equivalent of the corresponding Series A preferred units that a seller would have received as consideration for the sale of their business. Exchangeable stockholders receive the Canadian dollar (“CAD”) equivalent of dividends declared on Series A preferred units on the date of declaration. For more information regarding the Company’s Exchangeable Shares, refer to Note 16, Members' Deficit.

The Company incurred an immaterial amount of transaction-related costs, which were expensed as incurred and included in general and administrative expenses on the consolidated statements of operations.

The CNCL Acquisition was accounted for as a business combination using the acquisition method of accounting in accordance with ASC 805. The Company was identified as the accounting acquirer in the transaction. Under the acquisition method of accounting, the assets acquired and liabilities assumed are recorded at their respective fair values as of the CNCL Acquisition closing date.

The aggregate purchase price noted above was allocated to the identifiable assets acquired and liabilities assumed based upon their estimated fair values at the acquisition date, primarily using Level 2 and Level 3 inputs. Refer to Note 7, Fair Value Measurements for additional information. These fair value estimates represent management’s best estimate of future cash flows (including sales, cost of sales, income taxes, etc.), discount rates, competitive trends, market comparable equity valuations, and other factors. Inputs used were generally determined from historical data supplemented by current and anticipated market conditions and growth rates.

The Company engaged an independent third-party valuation firm to assist in determining the fair value of the transaction, including intangible assets. The provisional measurements of fair value for certain intangible assets and liabilities (and any accompanying tax impact) may be subject to change as additional information is received. The Company expects to finalize the valuation as soon as practicable, but not later than one year from the acquisition date.

The resulting goodwill of$5.0 million is not deductible for income tax purposes and represents the future economic benefit arising from other assets acquired that could not be individually identified and separately recognized. Specifically, the goodwill recorded as part of the CNCL Acquisition includes, but is not limited to: (1) the expected synergies the acquisition of CNCL will bring to the Company’s portfolio, while also unlocking new opportunities for growth, and (2) any intangible assets that do not qualify for separate recognition, such as the assembled workforce of CNCL.

The Company recorded finite-lived intangible assets related to the CNCL Acquisition. The fair value of the CNCL tradename was determined using the relief from royalty rate method under the income approach. This newly recognized intangible asset is being amortized over its estimated useful life on a straight-line basis. Thefollowing table summarizes the estimated fair value and estimated useful life for the identifiable intangible asset acquired as of the acquisition date:

For the three months and nine months ended October 31, 2025, the Company’s consolidated results included $0.6 million and $1.2 million of CNCL’s revenue. For the three months and nine months ended October 31, 2025, the Company’s consolidated results included $0.1 million of CNCL’s net income and $0.1 million of CNCL’s net loss, respectively.

Servant Acquisition

On March 12, 2025, the Company acquired 50.1% of the equity ownership of Servus Consulting Partners, LLC (“Servant” and the transaction, the “Servant Acquisition”). Servant is a business and technology consulting firm that supports faith-driven founders, nonprofits, and purpose-driven businesses through strategic growth initiatives and innovative software solutions. Servant was established in 2021 by Benjamin Elmore and Ranjan Thomas and operates Servant.io, its premier product. The Company acquired Servant for the purpose of expanding its tech-enabled consulting offerings to faith-driven organizations. The Company’s 50.1% equity ownership represents a controlling financial interest in Servant as the Company has obtained control through its voting interest and control of the board of directors.

The contractual purchase price of $5.6 million, which had an acquisition date fair value of $4.9 million, was paid directly to the selling stockholders in return for the Company acquiring a 50.1% equity interest. Differences between the contractual purchase price and the GAAP purchase consideration relate primarily to adjustments to fair value for equity consideration, and an adjustment related to cash consideration reflecting the amount transferred to the sellers. The $4.9 million consideration transferred under ASC 805 consisted of the following:

As part of the consideration transferred, the Company issued 229,849 Series A preferred units. Concurrent with the Servant Acquisition, the Company executed Call Option Agreements with Benjamin Elmore and Ranjan Thomas. These agreements provide each holder of the option to reacquire the membership units provided to Gloo in the Acquisition, subject to agreed-upon conditions. The Call Options are exercisable beginning on July 1, 2027 and remain exercisable for a 12-month period thereafter at the then-determined fair market value of the shares. These options have been assigned a negligible dollar value.

Additionally, as part of the consideration transferred in the Servant Acquisition, the Company’s chief executive officer and principal stockholder, Mr. Beck, executed separate non-transferable Put Option Agreements with Benjamin Elmore and Ranjan Thomas, granting the sellers the right, but not the obligation, to sell Series A preferred units received at a price of $18.00 per share during a 12-month exercise window in 2027. Although the Company is not a party to the agreements and has no obligation to settle the put options, the fair value of the option has been included as part of the total consideration transferred in the Servant Acquisition. This treatment reflects the substance of the arrangement, as the put option was provided in connection with the acquisition and represents a deemed capital contribution from Mr. Beck. The Series A preferred units were assigned an aggregate fair value of $2.8 million as of the acquisition date, not inclusive of the fair value of the put options, which was estimated to be $1.4 million using the Black-Scholes Option Pricing Method. The $1.4 million value of the put option written by Mr. Beck was considered a deemed capital contribution to the Company and recorded as an increase to APIC as part of the acquisition of Servant. The valuation of the put option required significant management judgment, including assumptions related to volatility, risk-free interest rates, expected term, and other relevant inputs. As the Company is neither primarily nor secondarily obligated under the put option, no liability has been recognized and there is no ongoing impact to the Company’s financial position or results of operations.

As part of the transaction, the Company incurred an immaterial amount of transaction-related costs, which were expensed as incurred and included in general and administrative expenses on the consolidated statements of operations. Additionally, the Company settled an immaterial account payable with Servant in connection with the transaction related to services previously provided by Servant to Gloo. No settlement gains or loss was recognized as the arrangement was at market terms.

The Servant Acquisition was accounted for as a business combination using the acquisition method of accounting in accordance with ASC 805. The Company was identified as the accounting acquirer in the transaction. Under the acquisition method of accounting, the assets acquired and liabilities assumed are recorded at their respective fair values as of the Servant Acquisition closing date.

The aggregate purchase price noted above was allocated to the identifiable assets acquired and liabilities assumed based upon their estimated fair values at the acquisition date, primarily using Level 2 and Level 3 inputs. Refer to Note 7, Fair Value Measurements for additional information. These fair value estimates represent management’s best estimate of future cash flows (including sales, cost of sales, income taxes, etc.), discount rates, competitive trends, market comparable equity valuations, and other factors. Inputs used were generally determined from historical data supplemented by current and anticipated market conditions and growth rates.

The Company engaged an independent third-party valuation firm to assist in determining the fair value of the transaction, including intangible assets. The excess of the consideration transferred over the fair value of the identifiable assets acquired, liabilities assumed and non-controlling interest was recorded as goodwill, which is indicative of the expected expanded market opportunities. The estimated fair value of the non-controlling interest was based on the price the Company paid for its 50.1% controlling interest in Servant.

Prior to the business combination, the Company held a noncontrolling equity interest in Servant, which was accounted for at cost using the measurement alternative under ASC Topic 321, Investments—Equity Securities (“ASC 321”). In connection with the business combination, the Company revalued its previously held equity interest based on the fair value indicated by the consideration described above. This resulted in a $354,000 gain on revaluation of a previously held equity interest, which has been presented in“Other expense (income), net”.

The resulting goodwill of$9.8 million is partially deductible for income tax purposes and represents the future economic benefits arising from other assets acquired that could not be individually identified and separately recognized. Specifically, the goodwill recorded as part of the Servant Acquisition includes, but is not limited to: (1) the expected synergies Servant will bring the Company’s portfolio while also unlocking new opportunities for growth, and (2) any intangible assets that do not qualify for separate recognition, such as the assembled workforce of Servant.

The Company recorded finite-lived intangible assets related to customer relationships and trademarks. The fair value of the customer relationships was determined using the multi-period excess earnings method under the income approach, and the fair value of the trademarks was determined using the relief from royalty rate method under the income approach. The newly recognized intangible assets are being amortized over the estimated useful lives on a straight-line basis. The following table summarizes the estimated fair values and estimated useful lives for the identifiable intangible assets acquired as of the acquisition date:

For the three months and nine months ended October 31, 2025, the Company’s consolidated results included $1.8 million and $5.2 million of Servant’s revenue, and $1.0 million and$2.5 million of Servant’s net loss, respectively.

Midwestern Acquisition

On June 11, 2025, the Company acquired a controlling financial interest in Midwestern Interactive, LLC (“Midwestern”) with a minority interest retained by Flourish Holdings, Inc. (“Flourish”) (the “Midwestern Acquisition”). In January 2025, the Company obtained an 80% interest in Midwestern accounted for as an equity method because, notwithstanding its majority equity interest, it did not obtain a controlling financial interest due to certain rights held by the noncontrolling stockholder through the call option agreement.

Midwestern, a Missouri-based technology and design development firm, has built a reputation as a powerhouse in software innovation with a team of more than 100 developers and product experts. Midwestern specializes in embedding talent within partner organizations to support every stage of product development, from concept and prototyping to scalable delivery, ensuring quality, speed, and impact. With deep experience in both ministry contexts and advanced technical solutions, Midwestern has already contributed to Gloo’s platform and will now expand its role through this partnership. The Company acquired a majority interest in Midwestern to accelerate AI-driven initiatives, provide turnkey development for faith-based applications, and strengthen the overall technology capabilities available to Gloo partners. By integrating Midwestern’s expertise with Gloo’s data intelligence and expansive faith ecosystem, the acquisition aims to enhance innovation, reduce development friction, and drive faster, more effective technology solutions for churches and ministries worldwide.

The Company’s control and consolidation of Midwestern was a consequence of the June modification of the terms of the call option agreement initially agreed in January, which resulted in a $2.8 million reduction of the option’s value (a concession by Flourish) as well as control by the Company. Management has determined that this reduction in the value of the option represents consideration transferred.

The contractual purchase price of $22.6 million was adjusted to the acquisition date fair value of $31.4 million, which includes the value of the call option. The as-adjusted purchase price representing the consideration transferred under ASC 805 consisted of the following:

As part of the total consideration transferred in the Midwestern Acquisition, the Company issued 694,444 Series A preferred units assigned an aggregate fair value of $8.5 million as of the January 2025 transaction. No additional equity compensation was issued in June 2025 when the Company obtained a controlling financial interest.

The Company incurred $0.3 million transaction-related costs as part of the initial investment which were capitalized to the Company’s equity method investment in Midwestern. Upon consolidation, the value of those transaction costs was recognized as loss on revaluation of previously held equity method investment. An immaterial amount of transaction-related costs was incurred related to the modification, which were expensed as incurred and included in general and administrative expenses on the consolidated statements of operations. Additionally, the Company and its subsidiaries were significant customers of Midwestern, and the transaction effectively settled certain intercompany contract assets on Midwestern’s balance sheet as of the acquisition date. No settlement gain or loss was recognized as the arrangements were at market terms.

The Midwestern Acquisition was accounted for as a business combination using the acquisition method of accounting in accordance with ASC 805. The Company was identified as the accounting acquirer in the transaction. Under the acquisition method of accounting, the assets acquired and liabilities assumed are recorded at their respective fair values as of the Midwestern Acquisition closing date.

The aggregate purchase price noted above was allocated to the identifiable assets acquired and liabilities assumed based upon their estimated fair values at the acquisition date, primarily using Level 2 and Level 3 inputs. Refer to Note 7, Fair Value Measurements for additional information. These fair value estimates represent management’s best estimate of future cash flows (including sales, cost of sales, income taxes, etc.), discount rates, competitive trends, market comparable equity valuations, and other factors. Inputs used were generally determined from historical data supplemented by current and anticipated market conditions and growth rates.

The Company engaged an independent third-party valuation firm to assist in determining the fair value of the transaction, including intangible assets. The excess of the consideration transferred over the fair value of the identifiable assets acquired, liabilities assumed and non-controlling interest was recorded as goodwill, which represents the value expected to arise from enhanced innovation to the Company’s existing digital platform. The estimated fair value of the non-controlling interest was based on the price the Company paid for its 80.0% controlling interest Midwestern.

The Midwestern Acquisition has been accounted for as a step acquisition. Prior to consolidating Midwestern, the Company revalued its previously-held equity method investment based on the fair value of consideration described above. This resulted in a $1.1 million loss, $0.9 million of which pertained to the reversal of equity method income recorded during the nine months ended October 31, 2025 and $281,000 of which pertained to formerly-capitalized transaction costs, as described above. This loss has been presented net of income from equity method investments in Income (loss) from equity method investments, net.

The allocation of the purchase price and the estimated fair values of the assets acquired, and liabilities assumed are shown below:

The resulting goodwill of$28.9 million is partially deductible for income tax purposes and represents the future economic benefit arising from other assets acquired that could not be individually identified and separately recognized. Specifically, the goodwill recorded as part of the Midwestern Acquisition includes, but is not limited to: (1) the expected synergies the acquisition of Midwestern will bring to the Company’s portfolio, while also unlocking new opportunities for growth, and (2) any intangible assets that do not qualify for separate recognition, such as the assembled workforce of Midwestern.

The Company recorded finite-lived intangible assets related to customer relationships and trademarks. The fair value of customer relationships was determined using the income approach, and the fair value of the trademarks was determined using the relief from royalty rate method under the income approach. The newly recognized intangible assets are being amortized over the estimated useful lives on a straight-line basis. The following table summarizes the estimated fair values and estimated useful lives for the identifiable intangible assets acquired as of the acquisition date:

For the three months and nine months ended October 31, 2025, the Company’s consolidated results included $2.7 million and $4.7 million of Midwestern’s revenue, and $2.2 million and $3.2 million of Midwestern’s net loss, respectively.

Masterworks Acquisition

On July 3, 2025, the Company acquired 100%of the equity ownership of Masterworks, Incorporated (“Masterworks” and the transaction, the “Masterworks Acquisition”). Masterworks, a leading marketing and fundraising firm with more than three decades of experience serving Christian nonprofits, has built its reputation on helping faith-based organizations strengthen donor relationships, expand brand presence, and optimize fundraising strategies through media, analytics, and proven ministry insight. With a team deeply rooted in serving Christ-centered missions, Masterworks has enabled countless organizations to grow their reach and impact. The Company acquired Masterworks to combine its fundraising and communications expertise with Gloo’s digital infrastructure, data intelligence, and AI-powered tools. By integrating these complementary strengths, the acquisition aims to provide ministries with more personalized, scalable, and effective strategies to engage supporters and accelerate mission impact. Operating as a wholly owned subsidiary, Masterworks will leverage Gloo’s ecosystem of churches and partners to promote synergistic growth that advances the shared vision of serving those who serve. Masterworks is a Washington-based advertising and fundraising agency serving Christian nonprofits, with a subsidiary Historic Agency. The Company obtained a controlling financial interest in Masterworks through its acquisition of 100% of the equity ownership.

The contractual purchase price of $5.6 million, subject to net working capital adjustments, was adjusted to the acquisition fair date value of $6.7 million, with differences pertaining to working capital adjustments and payments to a key executive which were determined to be compensation rather than consideration transferred pursuant to ASC 805. This bonus payment related to the retention of the key employee and was recorded as an operating expense following consummation of the transaction. The as-adjusted purchase price consisted of the following:

As part of the consideration transferred in the Masterworks Acquisition, the Company issued 204,652 Series A preferred units with an aggregate fair value of $2.7 million as of the acquisition date.

The Company incurred an immaterial amount of transaction-related costs, which were expensed as incurred and included in general and administrative expenses on the consolidated statements of operations. Certain costs incurred by the seller but paid by the Company were included as consideration, as noted above.

The Masterworks Acquisition was accounted for as a business combination using the acquisition method of accounting in accordance with ASC 805. The Company was identified as the accounting acquirer in the transaction. Under the acquisition method of accounting, the assets acquired and liabilities assumed are recorded at their respective fair values as of the Masterworks Acquisition closing date.

The aggregate purchase price noted above was allocated to the identifiable assets acquired and liabilities assumed based upon their estimated fair values at the acquisition date, primarily using Level 2 and Level 3 inputs. Refer to Note 7, Fair Value Measurements for additional information. These fair value estimates represent management’s best estimate of future cash flows (including sales, cost of sales, income taxes, etc.), discount rates, competitive trends, market comparable equity valuations, and other factors. Inputs used were generally determined from historical data supplemented by current and anticipated market conditions and growth rates.

As of October 31, 2025, the fair value measurements associated with the acquisition were finalized. The excess of the consideration transferred over the fair value of the identifiable assets acquired, net of liabilities assumed, was recognized as goodwill. This goodwill primarily reflects the revenue-driven synergies expected from integrating Masterworks’ established marketing capabilities with the Company’s existing portfolio of offerings.

The allocation of the purchase price and the estimated fair values of the assets acquired and liabilities assumed and noncontrolling interest are shown below:

The resulting goodwill of$2.6 million is not deductible for income tax purposes and represents the future economic benefits arising from other assets acquired that could not be individually identified and separately recognized. Specifically, the goodwill recorded as part of the Masterworks Acquisition includes, but is not limited to: (1) the expected synergies Masterworks will bring the Company’s portfolio while also unlocking new opportunities for growth, and (2) any intangible assets that do not qualify for separate recognition, such as the assembled workforce of Masterworks.

The Company recorded finite-lived intangible assets related to customer relationships, trademarks, and developed technology. The fair value of the customer relationships was determined using the multi-period excess earnings method under the income approach, and the fair values of the trademarks and developed technology were determined using the relief from royalty rate method under the income approach. The newly recognized intangible assets are being amortized over the estimated useful lives on a straight-line basis. The following table summarizes the estimated fair values and estimated useful lives for the identifiable intangible assets acquired as of the acquisition date:

Contract assets and liabilities were recorded under ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”) in accordance with ASU No. 2021-08; therefore, adjustments in contract assets and liabilities related to the estimated fair values of the acquired contract assets and liabilities were not required.

For the three months and nine months ended October 31, 2025, the Company’s consolidated results included $15.6 million and $19.8 million of Masterworks’ revenue, and $0.6 million and $0.7 million of Masterworks’ net income, respectively.

Supplemental Unaudited Pro Forma Information

Thefollowing unaudited supplemental pro forma financial information presents the consolidated results of operations of the Company combined with the historical results of subsidiaries acquired during the year ended January 31, 2025 andnine-months ended October 31, 2025 on a pro forma basis, as if each acquisition had occurred at the beginning of the most recently completed fiscal year preceding its respective acquisition:

Pro forma information reflects adjustments that are expected to have a continuing impact on the Company’s results of operations and are directly attributable to the acquisition. The unaudited supplemental pro forma information above includes adjustments to reflect, among other things, direct transaction costs relating to the acquisition, the incremental intangible asset amortization to be incurred based on the preliminary values of each identifiable intangible asset, and to eliminate a portion of the interest expense related to liabilities, which were assumed by the Company upon completion of the acquisition. The unaudited supplemental pro forma financial information has been presented for illustrative purposes only and is not necessarily indicative of results of operations that would have been achieved had the acquisitions taken place on the date indicated, or of the Company’s future consolidated statements of operations. The supplemental pro forma information presented above has been derived from the Company’s historical consolidated financial statements and from the historical accounting records of the acquired businesses to which it gives effect.

Equity Method Investments

The Company accounts for its investments in unconsolidated investees using the equity method of accounting when it has the ability to exercise significant influence over the operating and financial policies of these entities. The Company didnot have any equity method investments as of October 31, 2025. Midwestern and Sermons Tech were accounted for as equity method investments until June 11, 2025 and August 1, 2025, respectively, at which point the Company obtained a controlling financial interest and thus consolidated the entity pursuant to ASC Topic 810, Consolidation (“ASC 810”). Refer to Note 4, Business Combinationsfor additional information.

The summarized financial information below presents the results of operations of Midwestern, from February 1, 2025, through June 11, 2025, when the Company obtained a controlling financial interest:

Midwestern Interactive, LLC

On January 3, 2025, the Company acquired 8,000 common units of Midwestern Interactive, LLC (“Midwestern”), representing an 80.0% membership interest in the company, for a total purchase price of approximately$31.7 million, paid for with a combination of cash, Series A preferred units, and note issuances. The investment was determined to be an equity method investment due to the Company’s ability to exercise significant influence over Midwestern through its equity investment and representation on Midwestern’s board of directors. The Company did not consolidate Midwestern under ASC 810 because the participating rights held by Midwestern’s minority interest holder limited the Company’s ability to unilaterally control the company.

In connection with the investment, the Company entered into a freestanding call option agreement (the “MW Call Option”) with the minority interest holder of Midwestern, Flourish Holdings, Inc. (“Flourish”). The MW Call Option originally granted the minority interest holder the right to repurchase all of the Company-owned Midwestern units during a 12-month exercise period which begins on the third anniversary of the Company’s acquisition of its interest. In June 2025, certain terms of the MW Call Option were modified, which, among other things, resulted in the Company obtaining a controlling financial interest in Midwestern. The option becomes exercisable on the third anniversary of theeffective date of the investment and expires twelve months thereafter and is subject to earlier exercise if the Company (1) enters insolvency proceedings or (2) completes a qualified IPO that raises at least$50.0 million, and its shares trade above $36.00 per share for 90 consecutive days. The MW Call Option was recorded as a liability in other non-current liabilities on the Company’s condensed consolidated balance sheets and is re-measured at fair value on a recurring basis with changes in fair value recorded in loss (gain) from change in fair value of financial instruments in the condensed consolidated statements of operations. Refer to Note 7, Fair Value Measurements for more information regarding the value of the call option and Note 4, Business Combinations for additional information regarding the modification of the call option, which resulted in the Company’s consolidation of Midwestern.

The initial value of the Company’s investment in Midwestern was$31.7 million. Included in the initial carrying amount was a basis difference between the equity method investment recorded on the books of Gloo and the standalone books of Midwestern of approximately $5.4 million. This difference was primarily related to the recognition of intangible assets associated with Midwestern’s customer relationships and trademarks. Basis differences are amortized on a straight-line basis over the remaining life of the assets or liabilities to which they relate and are recognized as an adjustment to the Company’s share in the income or losses of Midwestern.

Sermons Tech LLC

On October 25, 2023, the Company entered into a purchase agreement to acquire 40,000 Class A units of Sermons Tech, representing a 43.2% equity interest, for total consideration of $2.0 million payable in multiple installments throughout 2023, 2024 and 2025. Sermons Tech is a limited liability company formed in July 2023 through a planned strategic relationship with the Company to commercialize the Sermons Tech software platform, an artificial intelligence-driven tool designed to support church leaders and staff in developing and enhancing sermons and related media. Based on the size and nature of its investment, including its representation on Sermons Tech’s board of directors, the Company determined that it could exercise significant influence over Sermons Tech and therefore accounted for its investment under the equity method in accordance with ASC Topic 323, Investments – Equity Method and Joint Ventures (“ASC 323”).

On August 1, 2025, the Company entered into the UPA to acquire the remaining 56.8% equity interest in Sermons Tech from Flourish. The Company determined that the transaction represents a business combination under ASC 805 in which the Company is the accounting acquirer. Prior to the business combination, the Company held a noncontrolling equity interest in Sermons Tech, which was initially recorded at cost and subsequently adjusted each period for the Company’s share of Sermons Tech’s income or loss and any dividends paid in accordance with ASC 323. At the acquisition date, the Company remeasured its previously held equity interest and recognized a $2.6 million gain associated with the remeasurement of its previously held equity interest included in income (loss) from equity method investments, net in the consolidated statements of operations for the three months and nine months ended October 31, 2025. Refer to Note 4, Business Combinations, for additional information regarding the Company’s acquisition of the remaining equity interest in Sermons Tech and subsequent consolidation.

Revenue

Contract Assets, Deferred Revenue and Remaining Performance Obligations

The Company didnot have any contract assets as of January 31, 2025. During the three and nine months ended October 31, 2025, the Company acquired contract assets of $0 and $2.2 million, respectively, in connection with acquisitions. During the three and nine months ended October 31, 2025, $7.3 million and $8.4 million, respectively, of contract assets that were acquired and added during the period were transferred to accounts receivable.

During the three and nine months ended October 31, 2025, the Company assumed deferred revenue liabilities of $1.5 million and $4.5 million, respectively, in connection with acquisitions and recognized $5.0 million and $3.7 million, respectively, of revenue that was included in the deferred revenue balances as of July 31, 2025 and January 31, 2025, respectively.

As of October 31, 2025, all contracts recognized over time have contract durations of 12 months or less, and the Company expects to recognize all remaining performance obligations over the next 12 months.

Significant Payment Terms

The Company enters into contracts that are typically one year in length or less with payments required up front on either an annual or monthly basis. The Company has applied thepractical expedient to not adjust the consideration for the effects of a significant financing component because the period between the transfer of the promised service and the payment is one year or less. In most cases, contracts are non-cancelable, and consideration paid for services that customers purchase from the Company is non-refundable.

Costs to Obtain Revenue Contracts

As a practical expedient, the Company recognizes the incremental costs of obtaining contracts, such as sales commissions, as expenses when incurred if the amortization period isone year or less.

Fair Value Measurements

The following tables present the Company’s liabilities that are measured at fair value on a recurring basis and indicates the fair value hierarchy of the valuations:

The derivative liability, warrant liability, Exchangeable Shares, and MW Call Option are classified as non-current liabilities in the condensed consolidated balance sheets. Refer to Note 4, Business Combinations for additional information on the MW Call Option. The Company recognized a gain of $1.3 million related to the change in fair value of the MW Call Option during the nine months ended October 31, 2025. There were no other components to the change in its fair value during the nine months ended October 31, 2025.

Derivative Liability

The embedded derivative liability relates to the features embedded in both the Senior Secured Promissory Notes issued during the fiscal year ended January 31, 2025, and the Senior Secured Convertible Notes issued during the nine months ended October 31, 2025. The Company estimates the fair value of these liabilities using the “With and Without” method. This approach involves modeling the expected cash flows to the noteholder under both a default and non-default scenario, and determining the fair value differential between a note with and without the embedded features.

The valuation of these derivative liabilities incorporates significant unobservable inputs, such as the timing and probability of potential liquidity events, discount rate, illiquidity discount, and expected volatility. Other inputs include prevailing interest and risk-free rates, which are not considered significant unobservable estimates. Refer to Note 13, Debt for additional information on the embedded derivative liabilities.

The following table sets forth a summary of the changes in the estimated fair value of the Company’s derivative liability during the nine months ended October 31, 2025:

(1) Refer to Note 13, Debtfor additional information on the June 2025 extinguishment.

Warrant Liability

The fair value of the warrant liability is estimated using an option-pricing model across IPO and Stay Private Scenarios in determining the fair values. These models consider many assumptions, including the likelihood of various potential liquidity events, the nature and timing of such potential events, actions taken with regard to the warrants at expiration, as well as discounts for lack of marketability of the underlying securities and warrants.

The Company estimated the fair value using the following key assumptions:

The following table sets forth a summary of the changes in the estimated fair value of the Company’s warrant liability during the nine months ended October 31, 2025:

(1) Refer to Note 13, Debtfor additional information on the June 2025 extinguishment.

Exchangeable Shares

The Exchangeable Shares were issued to the sellers of CNCL in connection with the CNCL Acquisition, as further described in Note 4, Business Combinations, and were established at an initial fair value of $2.4 million. The Exchangeable Shares are substantially the economic equivalent of the Company’s Series A preferred units, and therefore their value approximates that of the underlying Series A preferred units. The Company estimates the fair value of these units using various valuation methods including combinations of income and market approaches, with input from management. Consequently, the Company recognized a loss of $0.1 million due to changes in fair value from the date of issuance through October 31, 2025.

The income approach estimates value based on the expectation of future cash flows that the Company may generate. These future cash flows are discounted to their present values using a discount rate derived from an analysis of the cost of capital of comparable publicly traded companies as of each valuation date, adjusted to reflect the inherent risks in the Company’s cash flows.

The market approach estimates value based on a comparison to comparable public companies in a similar line of business and may also include backsolves, which infers value from recent financing rounds or tender offers. From these comparable companies, a representative market value multiple is determined and then applied to the Company’s financial forecasts to estimate its value.

For each valuation, the enterprise value determined by the income and/or market approaches was then allocated to the Series A preferred units using the option pricing method, or OPM, or a hybrid of the Probability-Weighted Expected Return Method and OPM, which estimates the probability weighted value across multiple scenarios but uses OPM to estimate the allocation of value within one or more of those scenarios. Refer to Note 16, Members' Deficit for further details of the Exchangeable Shares.

Nonrecurring Fair Value Measurements

The fair values of assets acquired and liabilities assumed in an acquisition are measured on a non–recurring basis on the acquisition date. If the assets acquired and liabilities assumed are current and short–term in nature, the Company uses their approximate carrying values as it believes that it approximates their fair values. If the assets acquired are not short–term in nature, then the fair value is determined using the estimated future cash flows or other appropriate methods, and as such, are considered Level 3 inputs in the fair value hierarchy. Refer to Note 4, Business Combinations for a further discussion of the Company’s acquisitions.

Capitalized Software, Net

Capitalized software consisted of the following as of October 31, 2025 and January 31, 2025:

Amortization expense, which is included in depreciation and amortization in the condensed consolidated financial statements of operations, totaled $1.6 million and $1.0 million for the three months ended October 31, 2025 and 2024, respectively. Amortization expense for the nine months ended October 31, 2025 and 2024 was $4.9 million and $3.3 million, respectively.

Intangible Assets

Intangible assets consisted of the following as of October 31, 2025:

Intangible assets consisted of the following as of January 31, 2025:

Amortization expense was$1.0 million and$0.7 million for the three months ended October 31, 2025 and 2024, respectively, and$2.5 million and$1.8 million for the nine months ended October 31, 2025 and 2024, respectively.

Goodwill

The following table reflects the changes in the carrying amount of goodwill during the nine months ended October 31, 2025:

Leases

The Company leases office facilities under non-cancellable operating lease arrangements, expiring at various dates through 2030. The Company’s leases generally provide for periodic rent increases and may contain escalation clauses, extension options, or renewal options. The Company does not assume renewals in its determination of the lease term unless the renewals are deemed to be reasonably certain at lease commencement. The Company’s lease agreements generally do not contain any material residual value guarantees or material restrictive covenants.

On February 28, 2025, as part of the Barna Acquisition, the Company acquiredone lease, resulting in an operating lease liability of $0.2 million and a right-of-use asset of $0.2 million.

On May 31, 2025, as part of the Midwestern Acquisition, the Company acquired four leases, resulting in an operating lease liability of $1.5 million and a right-of-use asset of $1.5 million.

On July 3, 2025, as part of the Masterworks Acquisition, the Company acquiredone lease, resulting in an operating lease liability of $0.6 million and a right-of-use asset of $0.6 million.

The components of lease costs, lease term, and discount rate for operating leases are as follows for the three and nine months ended October 31, 2025 and 2024:

Supplemental balance sheet information related to operating leases consisted of the following as of October 31, 2025 and January 31, 2025:

As of October 31, 2025 and January 31, 2025, the weighted average remaining lease term for operating leases was 4.42 years and 5.37 years, respectively, and the weighted average discount rate was 11.3% and 11.5%, respectively.

Supplemental cash flow information related to operating leases were as follows:

The future maturities of long-term operating lease liabilities for each fiscal year are as follows:

Commitments and Contingencies

Litigation

From time to time, the Company may be involved in litigation related to claims arising out of operations in the normal course of business. The Company accrues a liability for such matters when it is probable that a liability has been incurred and the amount can be reasonably estimated. When only a range of possible loss can be established, the most probable amount in the range is accrued. If no amount within the range is a better estimate than any other amount within the range, the minimum amount in the range is accrued. The accrual for a litigation loss contingency might include, for example, estimates of potential damages, outside legal fees and other directly related costs expected to be incurred. As of October 31, 2025, and through the date these condensed consolidated financial statements were issued, there were no legal proceedings requiring recognition or disclosure in the condensed consolidated financial statements.

Debt

The carrying value of the Company’s non-current debt was as follows for the periods presented:

As of October 31, 2025 and January 31, 2025, the Company had short-term borrowings from related parties totaling $1.0 million and $1.0 million, respectively, with a weighted average interest rate of 14.0%. The maximum and average outstanding borrowings during the nine months ended October 31, 2025 and year ended January 31, 2025, respectively, were $1.0 million and $1.0 million, respectively. Refer to the Visitor Reach Notes below for additional information.

As of October 31, 2025, future principal payments for the Company’s long-term debt were as follows:

Paycheck Protection Program Loan

During the year ended January 31, 2021, the Company received a Paycheck Protection Program (“PPP”) loan in the amount of $4.9 million. During the year ended January 31, 2022, the Small Business Administration claimed that the Company did not qualify for forgiveness for $1.0 million of the PPP loan. In September 2024, the Company agreed on a payment plan with the SBA to pay the loan in 180 equal monthly installments starting September 25, 2024, including interest. As of October 31, 2025, the balance for the Paycheck Protection Program (“PPP”) loan continued to be reflected as a liability on the consolidated balance sheet. The effective interest rate of the PPP loan was 0.00%, as of January 31, 2025 and October 31, 2025.

Senior Secured Notes and Warrants

On April 23, 2024, the Company entered into a promissory note purchase agreement (the “Note Purchase Agreement”) authorizing the issuance of up to an aggregate principal amount of $70.0 million in secured promissory notes (the “Senior Secured Notes”). The Company issued $60.7 million andno Senior Secured Notes to multiple investors (the “Purchasers”) during the year ended January 31, 2025 and nine months ended October 31, 2025, respectively. Issuances were primarily to related parties. For more information on related party debt refer to Note 17, Related Party

Transactions. The Senior Secured Notes bear interest at a variable rate equal to the higher of 1-Month SOFR or 1.0%, plus 8.0% per annum. Interest is payable quarterly in arrears, comprising 8.0% cash interest and the remainder as payment-in-kind (“PIK Interest”). Upon the Purchaser electing to continue holding such Senior Secured Notes upon an event of default occurring (as defined in the Note Purchase Agreement), the obligations under the Senior Secured Notes will automatically bear interest at a rate equal to an additional 5.0% per annum over the rate otherwise applicable.

On June 23, 2025, the Company entered into an amended and restated note purchase agreement (the “Amended NPA”) and provided Purchasers with the option to exchange their existing Senior Secured Notes for senior secured convertible notes under the Amended NPA (the “Senior Secured Convertible Notes”). Under this agreement, the terms of the Senior Secured Convertible Notes were amended to (1) increase the aggregate principal capacity to $130.0 million dollars, (2) revise certain default covenants, (3) introduce a new mandatory conversion feature that will automatically convert the notes into common stock at the per share conversion price equal to the lesser of (i)80% of the public offering price upon a qualified IPO and (ii) $30.00, and (4) eliminate the Warrant feature for all holders that enter into the new form of the Senior Secured Convertible Notes following the modification. Purchasers that elected to not participate in the Senior Secured Convertible Notes maintain their Warrants with no modifications to their terms.

As a result of the Amended NPA, the Company exchanged$50.6 million in principal of the Senior Secured Notes and the related Warrants for principal in the Senior Secured Convertible Notes. The Company determined that the fair value of the Senior Secured Convertible Notes was higher than the exchanged principal of the Senior Secured Notes, and as such, recorded the exchanged notes at their fair value of$58.5 million, inclusive of the embedded derivative discussed in further detail in Senior Secured Convertible Notes below. The exchange was accounted for as an accounting extinguishment under ASC 480, resulting in a net loss on debt extinguishment of$7.5 million for the nine months ended October 31, 2025, comprised of both a gain on the extinguishment of Warrants and a loss related to the additional value received by the Purchasers through the exchange. For further information, refer to Senior Secured Convertible Notes below.

As of October 31, 2025, there were two Purchasers who had not exchanged their Senior Secured Notes and Warrants for the Senior Secured Convertible Notes, representing a total principal balance of $12.9 million, inclusive of PIK Interest.

All Senior Secured Notes are jointly and severally guaranteed by the Company’s wholly owned subsidiaries. Further, the Senior Secured Notes issued to one of the Purchasers are personally guaranteed by the Company’s principal stockholders, Scott and Theresa Beck as discussed further in Note 17, Related Party Transactions.

As additional consideration to the Purchasers for providing the financing with the Senior Secured Notes, the Company issued to each Purchaser warrants to purchase Series A preferred units at an exercise price of $18.00 per unit (the “Warrants”). The Warrants were initially recorded at fair value, with subsequent changes in fair value recognized in the condensed consolidated statement of operations. During the nine months ended October 31, 2025, the Company extinguished$3.9 million of its Warrant liability in connection with the Amended NPA discussed above. As of October 31, 2025, there were 199,999 Warrants outstanding with a fair value of $0.7 million. Refer to Note 7, Fair Value Measurements for additional information.

During the three months ended October 31, 2025 and 2024, total interest expense related to the Senior Secured Promissory Notes was $0.5 million and $1.8 million, including $0.2 million and $0.9 million of coupon interest; $0.2 million and $0.6 million of PIK Interest; and $0.1 million and $0.3 million of amortization of debt discounts and issuance costs, respectively. During the nine months ended October 31, 2025 and 2024, total interest expense related to the Senior Secured Promissory Notes was $4.7 million and $2.8 million, including $2.3 million and $1.4 million of coupon interest; $1.3 million and $1.0 million of PIK Interest; and $1.1 million and $0.4 million of amortization of debt discounts and issuance costs, respectively. The effective interest rate of the Senior Secured Notes was 17.5% as of both October 31, 2025 and January 31, 2025. As of October 31, 2025, the fair value of the Senior Secured Promissory Notes is $12.6 million. The estimated fair value, which the Company deems Level 3 financial instruments, was determined by management based on an independent third-party valuation report.

Senior Secured Convertible Notes

As described above, on June 23, 2025, the Company entered into the Amended NPA, which included an increased principal capacity, amended default covenants, an added conversion feature, and elimination of the Warrant for all exchanged Purchasers. The remaining terms of the Senior Secured Convertible Notes remain substantially unchanged from the Senior Secured Notes. Each Senior Secured Convertible Note states a principal amount equal to the holder’s original funded principal plus accrued PIK Interest through June 23, 2025. The Senior Secured Convertible Notes bear interest at a variable rate equal to the higher of 1-Month SOFR or 1.0%, plus 8.0% per annum. Interest is payable quarterly in arrears, comprising 8.0% cash interest and the remainder as PIK Interest. In connection with the amendment, the Company entered into a new personal guaranty from Pearl Street Trust in favor of the holders of the Senior Secured Convertible Notes.

The Senior Secured Convertible Notes contain an embedded feature that is required to be bifurcated and accounted for separately as a derivative liability under ASC Topic 815, Derivatives and Hedging (“ASC 815”). This relates to the share-settled redemption feature that is not clearly and closely related to the debt host. The bifurcated derivative liability is recorded at fair value, with changes in fair value recognized in earnings, refer to Note 7, Fair Value Measurementsfor additional information for the Company’s adjustments to fair value. The Company will continue to assess the fair value of this feature at each reporting date.

Following the exchange detailed above, the Company received additional proceeds of $81.9 million during the nine months ended October 31, 2025, of which $24.9 million was received during the three months ended October 31, 2025. Additionally, on August 1, 2025, $5.0 million of the Members’ Advances received from minority stockholders during the nine months ended October 31, 2025 were applied to issue Senior Secured Convertible Notes. As discussed in Note 17, Related Party Transactions, the majority of the Senior Secured Convertible Notes were issued to current equity holders that are related parties of the Company and as such, the Company determined that the cash proceeds received were not indicative of fair value. Accordingly, the Company recorded the notes at their fair value of$160.9 million, inclusive of the embedded derivative above. The combination of the issuance of the notes and related derivative created a charge of $15.6 million, included in loss (gain) from change in fair value of financial instruments in the condensed consolidated statements of operations.

On September 5, 2025, the Company amended the terms of its Amended NPA dated June 23, 2025, pursuant to a first amendment to the Amended NPA (the “First Amended NPA”). Under the First Amended NPA, the Company’s aggregate principal borrowing capacity under the facility was increased from $130.0 million dollars to $160.0 million.

As of October 31, 2025, the Company’s condensed consolidated balance sheet reflected an outstanding principal balance of $138.8 million and carried the associated bifurcated embedded derivative at its fair value of $33.6 million. As of October 31, 2025, the fair value of the Senior Secured Convertible Notes is $139.4 million, exclusive of the associated bifurcated embedded derivative. The estimated fair values, which the Company deems Level 3 financial instruments, was determined by management based on an independent third-party valuation report.

During the three and nine months ended October 31, 2025, the Company recognized $4.2 million and $5.8 million in total interest expense, including $2.2 million and $3.0 million of coupon interest, $1.1 million and $1.6 of PIK Interest, and $0.9 million and $1.2 million of amortization of debt discounts and issuance costs, respectively. The effective interest rate of the Senior Secured Convertible Notes was 15.4% as of October 31, 2025.

Midwestern Promissory Notes

On January 3, 2025, the Company issued three promissory notes (the “Midwestern Notes”) as partial consideration for its investment in Midwestern Interactive, LLC (“Midwestern”). The Midwestern Notes, which are prepayable at any time by the Company without penalty, consist of (1) a $2.4 million note bearing interest at 4.8%, issued to Mr. Johnson (“Seneca Note”), (2) a $6.5 million note bearing interest at 3.1%, issued to Flourish Holdings, Inc. (“Paden Note”), and (3) a $3.2 million note bearing interest at 5.0%, to Flourish Holdings, Inc. (the “Installment Note”). The Company is required to make monthly principal and interest payments on each of the notes. In the event the notes are not paid upon maturity, the obligations under the Midwestern Notes will automatically bear interest at a rate equal to anadditional 5.0% per annum over the rate otherwise applicable. Refer to Note 17, Related Party Transactionsfor additional information.

As of October 31, 2025, the estimated fair value of the Midwestern Notes was $7.3 million. The estimated fair value of the notes, which the Company deems Level 3 financial instruments, was determined based on an independent third-party valuation report. During the three and nine months ended October 31, 2025, total interest expense was $0.1 million and $0.3 million, respectively. The weighted-average effective interest rate of the Midwestern Promissory Notes was 3.8%, and 3.9% as of October 31, 2025 and January 31, 2025, respectively.

Visitor Reach Notes

As of January 31, 2025, the Company’s subsidiary, Visitor Reach, had entered into a series of subordinated loan agreements totaling $1.0 million (the “Visitor Reach Notes”) with related parties and their affiliates, as discussed further in Note 17, Related Party Transactions, which are prepayable at any time by the Company without penalty. Each subordinated loan bears interest at a fixed annual rate of 14.0%. The notes were amended to extend the maturity date to December 31, 2025. The loans are unsecured, subordinated to all senior liabilities of Visitor Reach. The Visitor Reach Notes were recognized based on the proceeds received from issuance. No debt issuance costs were incurred in connection with the issuance of the Visitor Reach Notes. Interest expense associated with these notes is measured using the effective interest method. The effective interest rate of the Visitor Reach Notes was 14.0%, as of October 31, 2025 and January 31, 2025, respectively.

As of January 31, 2025 and October 31, 2025, the carrying amount of the Visitor Reach Notes approximates their fair value due to the short-term nature of the instruments and the use of an interest rate that reflects market terms. Total interest expense was immaterial and $0.1 million for the three and nine months ended October 31, 2025, respectively.

Igniter Promissory Note

On August 29, 2025, the Company issued the Igniter Promissory Note with related parties and affiliates as partial consideration for the acquisition of the Igniter Group. The Igniter Promissory Note, which is prepayable at any time by the Company without penalty, totaled $6.6 million and bears interest at a fixed annual rate of 6.0%. The Company is required to make quarterly principal and interest payments on the note. In the event of default, all obligations immediately become due. Refer to Note 17, Related Party Transactionsfor additional information. The effective interest rate of the Igniter Promissory Note was 10.4%, as of October 31, 2025, respectively.

As of October 31, 2025, the estimated fair value of the Igniter Promissory Note was $5.9 million. The estimated fair value of the note, which the Company deems a Level 3 financial instrument, was determined based on an independent third-party valuation report. Total interest expense was immaterial for the three and nine months ended October 31, 2025.

Income Taxes

The Company’s effective tax rate of 0.06% and 0.28% for the three and nine months ended October 31, 2025, and 1.09% and 1.36% for the three and nine months ended October 31, 2024, differs from the applicable statutory rate due primarily to non-taxable entities. The Company’s effective tax rate on taxable entities for the three months ended October 31, 2025 and 2024 was 18.17% and 2.61% respectively. The Company’s effective tax rate on taxable entities for the nine months ended October 31, 2025 and 2024 was 26.83% and 2.61% respectively.

The effective tax rate for the three months and nine months ended October 31, 2025 and 2024 was primarily impacted by the following items: (i) the impairment of goodwill in the prior year, (ii) the business combination of Masterworks, Inc. in the current year, and, (iii) the mix of income generated among the jurisdictions in which the Company operates as Gloo Holdings, LLC is treated as a partnership and is not subject to U.S. federal and certain state and local income taxes. Accordingly, a separate estimated annual effective tax rate (“AETR”) is computed and applied to ordinary losses in the applicable jurisdictions.

On July 4, 2025, President Trump signed the One Big Beautiful Bill Act into law. This act makes permanent key elements of the Tax Cuts and Jobs Act, including 100% bonus depreciation, domestic research cost expensing, and thebusiness interest expense limitation. According to ASC 740, “Income Taxes,” the effects of changes in tax rates and laws on deferred tax balances must be recognized in the period in which the legislation is enacted. Consequently, as of the date of enactment, the Company is evaluating its impact on the condensed consolidated financial statements.

Equity-Based Compensation

Options

Options granted under the Membership Unit Option Plan (the “Plan”) are equity classified. A summary of the option activity for the nine months ended October 31, 2025 is presented below:

Total compensation cost related to options was $0.9 million and $0.2 million for the three months ended October 31, 2025 and 2024 and $2.7 and $1.5 million for the nine months ended October 31, 2025 and 2024, respectively.

Profits Units

The Company didnot issue profits units during the nine months ended October 31, 2025 and 2024. All outstanding profits units vest 40.00% on the first vesting date, which ranges from 10 to 22 months after the grant date, with 20.00% vesting each anniversary thereafter. Certain awards provide for accelerated vesting of units upon a change in control or upon termination of the grantee. As of October 31, 2025, all outstanding profits units are equity classified.

A summary of the nonvested equity-classified profits units for the nine months ended October 31, 2025 is presented below:

The Company recognized compensation cost related to profits units of approximately $0.6 million and $0.4 million during the three months ended October 31, 2025 and 2024, and $1.9 million and $1.9 million during the nine months ended October 31, 2025 and 2024, respectively.

Equity Notes Receivable

In July 2014, the Company entered into Common Unit Purchase Agreements (“CUP Agreements”) and issued 903,191 common membership units (“Common Units”) at a purchase price of $0.60 per unit. The employees financed their purchases using proceeds from the Equity Notes Receivable, which are non-recourse in nature. For accounting purposes, the Common Units are treated as in-substance stock options. The Common Units are not considered outstanding for accounting purposes until the Equity Notes Receivable are settled.

As of October 31, 2025, none of the Common Units had been forfeited. The Company didnot recognize any equity-based compensation expense related to the Common Units during the three and nine months ended October 31, 2025 and 2024.

VR Call Options

On December 31, 2024 (the “VR Call Option Grant Date”), the Company entered into the VR Call Options with certain co-founders of Visitor Reach in connection with the Company’s acquisition of a majority interest in Visitor Reach.

A summary of the option activity for the nine months ended October 31, 2025, is presented below:

During the nine months ended October 31, 2025, the options were not yet exercisable, and therefore the Company didnot receive any cash from exercises. The Company recognized $0.1 million and $0.3 million in compensation expense related to the VR call options during the three and nine months ended October 31, 2025.

Members’ Deficit

The total number of units of all classes of units for which the Company shall have authority to issue is 13,217,025 Common Units, with no par value and 39,250,615 Series A preferred units, with no par value.

The Company’s board of directors has additionally authorized the Company to issue the number of Common Units required at such time the Senior Secured Convertible Notes become convertible in the event of a qualified IPO, as further discussed in Note 13, Debt.

Common Units

As of October 31, 2025 and January 31, 2025, the Company had 8,345,221 and 8,201,191 and Common Units outstanding, respectively. During the nine months ended October 31, 2025 and 2024, the Company issued 144,030 and 458,333 Common Units for $0.6 and $3.6 million of cash proceeds in connection with common unit option exercises, respectively. Refer to Note 15, Equity-Based Compensation for additional information.

Series A Preferred Units

As of October 31, 2025 and January 31, 2025, there were 38,523,781 and 37,532,207 Series A preferred units issued and outstanding, respectively, excluding 298,835 units held by consolidated subsidiaries of the Company as of October 31, 2025. Such units are accounted for as an investment in parent at the subsidiaries and are treated as treasury shares for accounting purposes in the Company’s consolidated financial statements.

During the nine months ended October 31, 2025, the Company issued 991,574 units, of which 946,174 units were issued in connection with acquisitions and investments with an issuance day fair value of $12.1 million, and 45,400 units were issued to members of the Company for cash proceeds of $0.8 million. During the nine months ended October 31, 2024, the Company issued 379,167, of which 361,111 units were issued in connection with acquisitions and investments with an issuance day fair value of $5.8 million and 18,056 units were issued to members of the Company for cash proceeds of $0.3 million. During the nine months ended October 31, 2025, the Company reacquired 21,057 Series A preferred units that are treated as treasury units in connection with its acquisition of Servant.

The Series A preferred units will mandatorily convert into Common Units upon (i) election by members holding more than fifty percent of the Series A preferred units, voting as a separate class, to convert all Series A preferred units into Common Units or (ii) the closing of an IPO that raises at least $50.0 million in gross proceeds.

These units bear a cumulative dividend of 6.00% per annum on their original issue price. The Company had$71.6 million and $88.0 million in unpaid undeclared cumulative dividends to Series A preferred unit holders as of January 31, 2025, and October 31, 2025, respectively, representing approximately $1.92 and$2.25 per Series A preferred unit, respectively. Each unit votes together with Common Units on an as-converted basis and, voting separately as a class, on matters adversely affecting its rights.

In the event of any liquidation or dissolution of the Company, either voluntary or involuntary, the Series A preferred units rank senior to all other equity classes, each having a liquidation preference of their original issue price plus accrued and unpaid dividends. As of January 31, 2025 and October 31, 2025, the Series A preferred units had an aggregate liquidation preference of $432.7 million and $461.9 million, respectively.

Beginning five years after the original issuance, holders may require the Company to redeem their Series A preferred units for cash equal to four times trailing-twelve-month EBITDA, payable inthree equal annual installments. The Company may also call the Series A preferred units at fair market value after seven years, subject to specified board and unitholder approvals. The Company doesnot have any fixed redemptions in the five years following October 31, 2025.

The Series A preferred units issued and outstanding are accounted for as redeemable units in the mezzanine section on the Company’s consolidated balance sheets as the units are redeemable outside of the Company’s control. The Company has elected to adjust the carrying value of the redeemable Series A preferred units to its maximum redemption value at each reporting date, with the value being the greater of the initial cost of the units or its redemption value. As of October 31, 2025, the redemption value of the Series A preferred units was less than the carrying value.

Exchangeable Shares

In February 2025, in connection with the CNCL Acquisition as described in Note 4, Business Combinations, the Company issued to the sellers 197,663 units of CNCL, which are exchangeable for the Company’s Series A preferred units (the “Exchangeable Shares”), as consideration. The Company estimated that the Exchangeable Shares had a fair value of approximately $3.4 million at the time of issuance.

As of October 31, 2025, all 197,663 Exchangeable Shares remain outstanding. The Company determined that the Exchangeable Shares should be treated as a contract to issue the Company’s Series A preferred units and are recorded to other non-current liabilities in the Company’s consolidated balance sheets in accordance with ASC 480. The Exchangeable Shares were initially measured at fair value and are subsequently remeasured every reporting period. See Note 7, Fair Value Measurements, for further detail.

The Exchangeable Shares are substantially the economic equivalent of the Company’s Series A preferred units. The Exchangeable Shares do not carry general voting rights at meetings of stockholders of CNCL or the Company, except in limited circumstances where class voting is required by law or in connection with certain amendments affecting the Exchangeable Shares.

Exchange Rights

Each Exchangeable Share is exchangeable, at the option of the holder, for one Series A preferred unit. The exchange may also be triggered automatically upon certain events, including liquidation, redemption, or retraction of the Exchangeable Shares, or in connection with a change of control of the Company or CNCL. Upon exchange, holders are entitled to receive one Series A preferred unit per Exchangeable Share, plus any declared and unpaid distributions as of the exchange date. The Company is required to reserve and keep available for issuance a sufficient number of Series A preferred units to satisfy all outstanding Exchangeable Shares.

Dividends and Distributions

Dividends or other distributions on the Exchangeable Shares are declared and paid only if, and to the extent that, an equivalent distribution is declared and paid on the underlying Series A preferred units. The amount and form of any distribution on the Exchangeable Shares is intended to be economically equivalent to the distribution on the Series A preferred units including the same declaration date, record date, and payment date. Holders are entitled to receive the Canadian dollar equivalent of such distribution on a per share basis.

In the event a dividend is declared on the Series A preferred units, the Company has the option to purchase from each holder a number of Exchangeable Shares equal in value to the declared dividend amount in cash.

Related Party Transactions

The Company has entered into a number of transactions with entities affiliated with members of its board of directors and other related parties, as described in the Company’s historical consolidated financial statements for the year ended January 31, 2025 and the nine months ended October 31, 2025.

Igniter Note

As discussed in Note 4, Business Combinations, and Note 13, Debt, in the nine months ended October 31, 2025, the Company issued the Igniter Promissory Note due to the “the sellers” as part of the consideration for the acquisition of Igniter Group. The Igniter Promissory Note, which is prepayable at any time by the Company without penalty, totaled $6.6 million and bears interest at a fixed annual rate of 6.0%. The Company is required to make quarterly principal and interest payments on the note beginning October 31, 2025.

Visitor Reach Notes

As discussed in Note 13, Debt, during the year ended January 31, 2025, the Company’s subsidiary, Visitor Reach, entered into a series of subordinated loan agreements totaling $1.0 million (the “Visitor Reach Notes”) with related parties and their affiliates, including Howard Rachinski, the subsidiary’s chief executive officer. Each subordinated loan bears interest at a fixed annual rate of 14.0% and matures on December 31, 2025.

Midwestern Notes

As discussed in Note 4, Business Combinations, and Note 13, Debt, on January 3, 2025, the Company issued the Midwestern Notes as partial consideration for its acquisition of Midwestern. The Midwestern Notes, which are prepayable at any time by the Company without penalty, consist of (1) a$2.4 million note bearing interest at 4.8%, issued to Mr. Johnson, (2) a$6.5 million note bearing interest at 3.1%, issued to Flourish Holdings, Inc., and (3) a$3.2 million note bearing interest at 5.0%, to Flourish Holdings, Inc. Mr. Johnson is the chief executive officer of Midwestern, one of the Company’s consolidated subsidiaries, and is the sole owner of Flourish Holdings, Inc.

Outreach Note

During the year ended January 31, 2025, the Company’s subsidiary, Outreach, entered into a loan agreement totaling $790 thousand, bearing interest at 8%, and a maturity ofthree years, with an optionaltwo-year extension, with an entity controlled by a member of the subsidiary’s management. These loans were used to fund operations and no repayments have been made thus far.

Member Advances

During the nine months ended October 31, 2025, the Company received advances (the “Member Advances”) totaling approximately $5.7 million from minority stockholders of the Company to address short-term working capital needs, that were then applied to issue Senior Secured Convertible Notes. Refer to Note 13, Debt for additional information. The Member Advances were not subject to any contractual repayment obligation, whether in cash, equity, or other form, and were provided without any stated terms or conditions requiring repayment by the Company.

Senior Secured Notes and Warrant Issuances

As described in Note 13, Debt, on April 23, 2024, the Company entered into a Note Purchase Agreement with Pearl Street Trust and certain other purchasers, under which it issued Senior Secured Notes totaling $45.0 million to Pearl Street Trust across multiple tranches, each bearing interest at 8% plus a floating SOFR-based margin, with a floor of 1%, and maturing in April 2027. In connection with these issuances, the Company granted Warrants to purchase an aggregate of 750,000 Gloo Holdings, LLC common units at an exercise price of $18.00 per unit. All of the Senior Secured Notes and the Warrants held by Pearl Street Trust were exchanged into Senior Secured Convertible Notes, as discussed in Note 13, Debt.

On April 24, 2024, the Company issued a $10.0 million Senior Secured Note under the Note Purchase Agreement to FMAB Partners, LP (“FMAB”), an entity affiliated with Mr. Furst, who also served as collateral agent under the security agreement associated with the Note Purchase Agreement (“NPA”). In connection with the FMAB note, the Company issued Warrants to purchase 166,666 common units at $18.00 per unit. As discussed in Note 13, Debt, in June 2025, the Company amended and restated the NPA. As a result, during the second fiscal quarter of 2025, the Company extinguished $3.9 million of its warrants. FMAB did not participate in the exchange of the Senior Secured Notes and the associated balance of $10.6 million, inclusive of PIK Interest, and the 166,666 Warrants remained outstanding as of October 31, 2025.

On the same date as the FMAB note issuance, Pearl Street Trust and Scott Beck jointly and severally guaranteed repayment of the FMAB note under a guaranty agreement, enforceable upon demand if a defined Event of Default remains uncured for at least 90 days.

As of January 31, 2025, the Company had issued Senior Secured Notes totaling $3.7 million, together with 61,333 related Warrants, to other minority members. As of October 31, 2025, all but one of these members had elected to participate in the exchange of the Senior Secured Notes.

Senior Secured Convertible Notes

As described in Note 13, Debt, on June 23, 2025, the Company entered into the Amended NPA and provided the holders of the Senior Secured Notes with the option to exchange their existing notes with Senior Secured Convertible Notes. In electing to participate in the exchange, the holders also gave up their associated Warrants.

In addition to exchanging its Senior Secured Notes and Warrants for Senior Secured Convertible Notes, the Company issued an additional $51.0 million of Senior Secured Convertible Notes to Pearl Street Trust in multiple tranches through October 31, 2025. Through October 2025, additional notes totaling $20.0 million were issued to other minority stockholders of the Company.

In connection with the Amended NPA, Pearl Street Trust guaranteed repayment of the issuances under the NPA, both exchanged and new, under a guaranty agreement, enforceable upon demand if a defined Event of Default remains uncured for at least 90 days.

In connection with the Senior Secured Convertible Note issuances to two of the Purchasers, Mr. Beck entered into a put option agreement. Under the agreement, the holder has the right, but not the obligation, to require Mr. Beck to purchase their note or any equity securities issued upon its conversion, for cash consideration equal to the outstanding principal and accrued interest as of the date of exercise during a two month window beginning February 1, 2026.

Series A Preferred Units Issued in Connection with Acquisitions and Related Transactions

On April 29, 2024, the Company acquired certain assets of Christianity Today International for total consideration of $6.2 million, comprised of $1.4 million in cash and 222,222 Series A preferred units of Gloo Holdings, LLC. Two members of the Company’s board of directors, Nona Jones and Bishop Claude Alexander, serve on the board of directors of Christianity Today but received no consideration in connection with the transaction.

In connection with the acquisition, on April 29, 2024, Mr. Beck and Pearl Street Trust entered into a put option agreement with Christianity Today International. Under this agreement, Mr. Beck and Pearl Street Trust jointly and severally agreed to purchase, upon demand, the Series A preferred units issued in the transaction at a price of $18.00 per unit. The option is exercisable during a 12-month period beginning May 1, 2027.

On August 1, 2024, Gloo Technologies, LLC, a wholly-owned subsidiary of the Company, acquired the Church Metrics platform from Life Covenant Church, Inc. for total consideration of $2.5 million, paid entirely in the form of 138,889 Series A preferred units of Gloo Holdings, LLC. Bobby Gruenewald, a member of the Company’s board of directors, also serves as a board member and vice president of Life Covenant Church.

In connection with the acquisition, Mr. Beck and Pearl Street Trust entered into a put option agreement with Life Covenant Church on August 1, 2024. Under the agreement, Pearl Street Trust and Scott Beck jointly and severally agreed to purchase, upon demand, the Series A preferred units issued in the transaction at a price of $18.00 per unit. The option is exercisable during a 12-month window beginning July 1, 2027, but may be accelerated upon a qualified IPO resulting in proceeds of at least $50.0 million and a trading price of at least $15.00 per share of the Company’s Class A common stock for 60 consecutive days.

On September 27, 2024, the Company acquired substantially all assets of InspireHub in exchange for 458,333 common units of Gloo Holdings, LLC, representing total consideration of $3.6 million. Jack Furst was a director of InspireHub.

On February 18, 2025, in connection with the Barna Acquisition discussed in Note 4, Business Combinations, Mr. Beck and Pearl Street Trust entered into a put option agreement with the sellers. Under the agreement, Mr. Beck and Pearl Street Trust jointly and severally agreed to purchase, upon demand, the Series A preferred units issued in the transaction at a price of $18.00 per unit. The option is exercisable during a 12-month window beginning February 18, 2028.

On March 12, 2025, in connection with the Servant Acquisition, Mr. Beck and Pearl Street Trust entered into put option agreements with two of the sellers. Under the agreement, Mr. Beck and Pearl Street Trust agreed to purchase, upon demand, the Series A preferred units received at a price of $18.00 per share during a 12-month exercise window beginning July 1, 2027.

Leases

The Company entered into two operating leases for the occupancy of office space in two separate building complexes in Boulder, Colorado, with an entity that is controlled by a member of management. The Company has evaluated the relationship with these related parties and concluded that the related party is not a variable interest entity because the Company has no direct ownership interest or relationship with the related party other than the leases. The leases both commenced on January 1, 2023, both having a term of three years with two three-year extension options. Upon the commencement of each extension term, the base rent shall be adjusted to reflect any percentage increase in the Consumer Price Index since the preceding reference index date. Following each such extension, the number of remaining extension terms shall be reduced accordingly, or eliminated if none remain. On both properties, the Company pays rent, real estate taxes, insurance, and operating expenses related to maintenance and operating costs that arise from the use of the property.

On January 2, 2024, the Company acquired 100% of the equity ownership of Outreach Media, Inc. As part of this transaction, the Company acquiredtwo operating leases for the occupancy of office and warehouse spaces in Colorado Springs, Colorado, each with entities controlled by a member of the subsidiary’s management. In addition to the lease arrangements, the leasing entity and the subsidiary are parties to a related-party loan arrangement, as further described in the “Outreach Note” section above. The leases both commenced on January 2, 2024, both having a term ofseven years withno extension options. Onone of the properties, the Company pays operating expenses related to maintenanceand operating costs that arise from the use of the property. Additionally, the Company recognized an asset on both of the leases related to the fair value of the below-market component included in the acquired leases. The Company has determined that the leases are both operating leases.

On May 31, 2025, the Company completed the acquisition of Midwestern Interactive, LLC. In connection with this acquisition, the Company assumed four operating leases for the occupancy of office space with an entity owned by Midwestern’s chief executive officer. Each of the leases has a remaining term of five years. The Company has determined that the leases are operating leases.

Operating lease cost related to these related party leases recognized for the year ended January 31, 2025 and the nine months ended October 31, 2025 was $1.0 million and $0.6 million, respectively. The operating lease cost was allocated to General and administrative in the condensed consolidated statements of operations. The related party operating lease right-of-use assets as of January 31, 2025 and October 31, 2025 were $3.6 million and $4.4 million, respectively, in the condensed consolidated balance sheets. The current and long-term portions of the related party lease liabilities as of January 31, 2025, were $0.5 millionand $3.1 million, respectively, and were recognized within the current and non-current lease liability in the condensed consolidated balance sheets. The current and long-term portions of the related party lease liabilities as of October 31, 2025, were $0.7 million and $3.8 million, respectively, and were recognized within the current and non-current lease liability in the condensed consolidated balance sheets.

Revenue and Revenue-Sharing Arrangements

In addition, the Company entered into a revenue-sharing agreement with one of its equity method investees. Under this agreement, the Company provides sales support services, marketing and other services to the end-customer. The Company generated revenues under this agreement of $0.8 millionfor the nine months ended October 31, 2024. The revenues associated with this agreement were immaterial for the nine months ended October 31, 2025.

Vendor Agreements

During the nine months ended October 31, 2025, the Company incurred expenses of $1.6 million in connection with strategic and executive consulting services provided under vendor agreements with a related party. The Company did not incur any expenses associated with these services during the three months ended October 31, 2025 and three months ended and nine months ended October 31, 2024. These services were rendered by an entity that is controlled by the chief executive officer of the Company.

On February 1, 2025, the Company entered into a services agreement pursuant to which a related party will provide strategic consulting and advisory services in exchange for an option to purchase 111,111 common units of Gloo Holdings, LLC at an exercise price of $18.00 per unit. The units subject to the option vest in equal monthly installments over a four-year period, contingent upon the continued provision of services. The services are being provided by an entity wholly owned and controlled by Bobby Gruenewald.

During the nine months ended October 31, 2025, the Company incurred expenses of $2.1 million in connection with engineering staffing services received from one of its equity method investees. During the three months and nine months ended October 31, 2024, the Company incurred expenses of $0.5 and $1.3 million in connection with these services received from one of its equity method investees, respectively. The Company did not incur any expenses associates with these services during the three months ended October 31, 2025. These services supported the development, maintenance, and enhancement of the Company’s AI platform.

Other Transactions

During the three months and nine months ended October 31, 2025, one of the Company’s subsidiaries generated revenue of $0.1 million and $0.6 million, respectively, for services rendered to YouVersion, an entity in which a member of the Company’s board of directors is also the chief executive officer.

During the three months and nine months ended October 31, 2025, one of the Company’s subsidiaries generated revenue of $0.8 million and $2.2 million, respectively, in connection with services provided to Come and See, an entity of which the chairman of its board is one of the subsidiary’s board members.

Net Loss Per Unit Available to Members of Gloo Holdings, LLC

The following table sets forth the computation of basic and diluted net loss per unit available to members of Gloo Holdings, LLC:

The following potentially dilutive outstanding securities were excluded from the computation of diluted loss per unit available to common members of Gloo Holdings, LLC because their effect was anti-dilutive:

(1)

The number of potentially-dilutive securities for the Senior Secured Convertible Notes was calculated using the IPO price of $8.00 per share. The Senior Secured Convertible Notes convert at the lesser of (i)80% of the IPO price per share or (ii) $30.00 a share.

Segment Reporting

The Company operates as asingle operating segment, the Gloo segment, consistent with how its CODM, Co-Founder and CEO, Scott Beck, reviews financial information and allocates resources. The Company primarily derives its revenue within the United States by providing a breadth of products, services and solutions to the faith-based ecosystem.

The CODM uses revenue, operating expenses, and net loss as reported in the Company’s condensed consolidated statements of operations to identify underlying trends in the performance of its business, make comparisons with the financial performance of its competitors, and determine how to allocate resources of the Company as a whole. The CODM does not review assets in evaluating the results of the Gloo segment, and therefore, such information is not repeated in this disclosure.

The following table presents the significant expenses and other segment items of the Gloo segment, as regularly reviewed by its CODM:

(1)

Other segment items primarily include interest expense; other income (expense), net; and income tax (expense) benefit as reported in its condensed consolidated statements of operations.

Major Customers

For the nine months ended October 31, 2025 and 2024, no customer represented more than 10% of total revenue.

The following table sets forth the percentage of accounts receivable, net from the Company’s largest customers that exceed 10% of its total accounts receivable, net as of October 31, 2025 and 2024:

• Customer did not represent 10% or more of accounts receivable, net during the respective period

Subsequent Events

The Company has identified the following subsequent events.

IPO, Corporate Reorganization, and Notes Conversion

On November 19, 2025, Gloo Holdings, LLC completed a series of transactions pursuant to which Gloo Holdings, LLC became a wholly owned subsidiary of Gloo Holdings, Inc., a Delaware corporation, and the members of Gloo Holdings, LLC immediately prior to the consummation of the merger became holders of shares of Class B common stock of Gloo Holdings, Inc. (the “Corporate Reorganization”). The purpose of the Corporate Reorganization was to change the Company’s legal structure so that the entity issuing Class A common stock to the public would be a corporation rather than a limited liability company, thereby ensuring that both existing members of Gloo Holdings, LLC and new investors would hold Class A common stock or Class B common stock of Gloo Holdings, Inc., instead of equity interests in a limited liability company. To effect the Corporate Reorganization, Gloo Holdings, Inc. formed a wholly owned Delaware limited liability company (the “Merger Sub”), and merged Merger Sub with and into Gloo Holdings, LLC, with Gloo Holdings, LLC surviving as a wholly owned subsidiary of Gloo Holdings, Inc. and Gloo Holdings, Inc. becoming the sole managing member of Gloo Holdings, LLC.

As part of the Corporate Reorganization, Gloo Holdings, Inc. issued (i)38,822,616 shares of Class B common stock in exchange for 116,468,006 Series A preferred units of Gloo Holdings, LLC, including 896,506 shares issued to and held by consolidated subsidiaries of the Company; (ii)8,345,221 shares of Class B common stock in exchange for 25,035,689 common units of Gloo Holdings, LLC; and (iii)29,649 restricted shares of Class B common stock in exchange for 7,490,000 profit units of Gloo Incentives, LLC. Restricted shares of Class B common stock issued are subject to transfer restrictions and forfeiture provisions that are consistent with the original time-based vesting conditions of the underlying awards that converted.

On November 20, 2025, Gloo Holdings, Inc. completed its IPO, issuing 9,784,688 shares of its Class A common stock, inclusive of 684,688 shares issued for the partial exercise of the underwriters’ option, at the original public offering price of $8.00 per share and receiving net proceeds of $72.3 million, after underwriting discounts and expenses of $5.5 million and $0.5 million, respectively. Upon completion of the IPO, approximately $6.1 million of deferred offering costs will be reclassified into stockholders’ equity as a reduction of the IPO proceeds.

On November 20, following the closing of the Company’s IPO, an aggregate of $143.1 million of outstanding principal and accrued interest owed under the Senior Secured Convertible Notes was converted to Class B common stock, resulting in the issuance of an aggregate of 22,363,700 shares of Class B common stock, based on a conversion price of $6.40 per share, which is the lesser of (i)80% of the IPO price or (ii) $30.00, as set forth in the Amended NPA.

Equity Incentive Plans (the 2025 and 2014 Plans)

In October 2025, the Board approved the Gloo Holdings, Inc. 2025 Equity Incentive Plan (the “2025 Plan”), which authorizes the issuance of equity-based awards and became effective immediately prior to the effectiveness of the IPO registration statement. This plan supersedes the previous Gloo Holdings, LLC Membership Unit Option Plan (the “2014 Plan”), which permitted the issuance of unit options, as the 2014 Plan was terminated in connection with the adoption of the 2025 Plan. While no new awards will be granted under the 2014 Plan, the 2014 Plan will continue to govern the terms of the outstanding options granted under the 2014 Plan.

The Board approved a share reserve of 13,357,842 shares of Class A common stock, plus a number of shares of Class A common stock equal to the number of shares subject to awards granted under the 2014 Plan. If any of the shares pursuant to awards granted under the 2014 Plan, on or after the IPO registration date, expire or are otherwise terminated, withheld to cover exercise prices or tax withholding, forfeited, or repurchased due to failure to vest, the share reserve will automatically increase the shares of Class A common stock under the 2025 Plan, up to a maximum of 4,356,272 additional shares of Class A common stock. Thus, any lapse in outstanding options under 2014 Plan will increase the number of shares of Class A common stock available under the 2025 Plan. Additionally, the 2025 Plan also provides for an automatic annual increase of shares of Class A common stock beginning with fiscal year 2026.

Employee Stock Purchase Plan

The Board also approved the 2025 Employee Stock Purchase Plan (the “ESPP”). The ESPP permits eligible employees to purchase shares of Class A common stock at a discount through payroll deductions and includes an initial reserve of 500,000 shares of Class A common stock and an automatic annual increase of shares of Class A common stock beginning with the first fiscal year following the fiscal year in which the first enrollment date (if any) occurs.

Option Assumption and Repricing

Immediately prior to the IPO, the Company assumed all options originally issued under the 2014 Plan. Each outstanding option was converted into an option to acquire shares of Class B common stock using thethree-for-one exchange ratio appliedin the Corporate Reorganization. The Board also approved a repricing of such options with an exercise price per share, as adjusted for the Reverse Split, greater than the IPO price of $8.00 per share to an exercise price per share of $8.00, with all other award terms remaining unchanged.

Warrants and Exchangeable Shares

Following the Corporate Reorganization, the Company issued replacement warrants to purchase an aggregate of 199,999 shares of Class B common stock to holders of the Warrants issued in connection with the Senior Secured Notes of Gloo Holdings, LLC; and approved a letter agreement providing for the Exchangeable Shares to be exchangeable for 197,663 shares of Class B common stock of Gloo Holdings, Inc.

Make-Whole Option Grants

In connection with the Company’s IPO, the Board granted “make-whole” option grants under the 2025 Plan to employees of the Company holding profit units in Gloo Incentives, LLC. These profits interests converted into 2,467,017 shares of Class B common stock. A portion of the issued shares are restricted shares associated with unvested profit units. These restricted shares are subject to certain transfer restrictions and forfeiture provisions under the 2025 Plan and the vesting conditions of the “make whole” option grants are consistent with the original time-based vesting conditions of the profit units awards to which the option grants relate.

Corporate Governance and Director Compensation

In preparation for becoming a public company, the Board adopted various governance and compliance policies, including the Insider Trading Policy, Whistleblower Policy, Global Anti-Corruption Policy, Corporate Governance Guidelines, Related-Person Transactions Policy, and External Communications Policy. The Board also adopted an Outside Director Compensation Policy, which becomes effective upon the IPO and provides for annual cash retainers and eligibility of all types of awards under 2025 Equity Incentive Plan (excluding incentive stock options) for non-employee directors. The Board further constituted its audit, compensation, and nominating and corporate governance committees and appointed independent directors and executive officers consistent with applicable public-company requirements.

Acquisitions

On August 30, 2025, the Company entered into a securities purchase agreement (the “Original XRI SPA”) to acquire all outstanding equity interests in XRI Global, Inc. (“XRI”), a language-technology company that supports low-resource and long-tail languages through dataset development, machine translation, and speech and text models, and which partners with faith-based, public health, and education organizations to extend technology access in underserved communities. The contractual purchase price per the Original XRI SPA was approximately $4.1 million, comprised of cash and Series A preferred units of Gloo Holdings, Inc., pending final valuation reports and subject to adjustments for indebtedness and net working capital. On November 19, 2025, the Company executed an amendment to the Original XRI SPA (the Original XRI SPA and its amendment, the “Amended XRI SPA”), which primarily changed the contractual purchase price. Under the Amended XRI SPA, the Company agreed to transfer 346,244 shares of Class A common stock of Gloo Holdings, Inc, to the sellers of XRI, in lieu of Series A preferred units, and net closing cash consideration of approximately $1.3 million. The transaction closed on November 19, 2025.

On December 15, 2025, the Company entered into an agreement and plan of merger (the “Westfall Agreement”) to acquire all of the outstanding equity interests of Westfall Group, Inc. (“Westfall”), a leader in major donor engagement, which owns and operates Westfall Gold, Inc., Brain Trust Creative, and Parable Talent. The acquisition will expand Gloo's portfolio of services in one of the most critical areas for the faith and flourishing ecosystem: building sustainable, mission-aligned funding models. As part of the merger consideration, the Company anticipates issuing approximatelyone million shares of its Class A common stock at the closing of the transaction. The transaction is expected to close in the fourth quarter of fiscal 2025.