Gloo Holdings, Inc.
For the period ended Apr 30, 2026. Filed Jun 9, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Apr 30, 2026 · Filed Jun 9, 2026
GLOO$2.72+0.7%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-10-31; filed 2025-12-23.
0001193125-25-330952
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-04-30; filed 2026-06-09.
0001193125-26-263889
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 112 previous paragraphs and 115 current paragraphs.
51 unchanged; 23 reworded; 40 added; 35 removed; 3 previous and 1 current paragraphs rearranged.
Tables are not compared: 7 previous and 8 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (40)
Current report
Gloo exists because we believe that the faith and flourishing ecosystem—among the oldest, largest and most resilient ecosystems in the world—must be connected to thrive. Our mission is to build the leading technology platform and AI infrastructure serving this ecosystem, which remains highly fragmented and materially underserved by modern technology.
Current report
At the center of the faith and flourishing ecosystem are two interconnected groups: CFLs, which serve communities directly, and NCPs, which equip the CFLs with the tools, resources and infrastructure they need to succeed. In the U.S. alone, there are estimated to be over 415,000 Christian organizations, including over 315,000 Christian congregations leading mission-driven and nonprofit work in their communities, collectively addressing some of society’s most pressing social challenges.
Current report
Given the scale and importance of this fragmented ecosystem, we believe there is a significant opportunity to build the core technology infrastructure that enables CFLs and NCPs to operate more effectively, reach more people, increase their impact and facilitate more efficient exchange across the ecosystem. Our strategy is to address this opportunity through two core and reinforcing platform capabilities: Powering Tech and Powering Reach. Our Powering Tech solutions help our customers modernize their technology systems, data and workflows through a trusted, AI-enabled technology platform. Our Powering Reach solutions help our customers expand awareness, deepen engagement and increase donor support through differentiated media, marketing, fundraising and data capabilities.
Current report
Underpinning our Powering Reach and Powering Tech solutions is our growing leadership in Applied AI for the faith and flourishing ecosystem, which we define as AI applied to the operations, workflows and mission-critical activities of churches, ministries and nonprofits in ways that protect theological integrity, strengthen relational ministry and advance human flourishing. We are leveraging innovations in agentic AI and foundational models and services, combining them with AI advancements across our platform.
Current report
Scaling Gloo 360 to Serve Larger Organizations
Current report
Gloo 360 was created to provide a forward-deployed technology solution for organizations that may not have the capital, scale or internal capabilities required to maintain a secure, current and efficient technology environment. The offering is designed to assume responsibility for significant components of a customer’s staffing and operations and to improve performance through the application of scale, automation, artificial intelligence and specialized technical expertise. We intend to market Gloo 360 increasingly to larger organizations, which will require us to rapidly scale our delivery organization, technical infrastructure and operational support capabilities. The success of Gloo 360 will depend on a number of factors, including our ability to scale and maintain the underlying technology platform, recruit, develop and retain qualified personnel, deploy employees effectively across customer environments, manage implementation complexity, maintain service quality, and establish pricing and contractual arrangements that appropriately reflect the value delivered and the risks assumed. Any failure to execute successfully in these areas could limit customer adoption, reduce operating efficiency, compress margins and adversely affect our financial condition and results of operations.
Current report
Our Applied AI strategy is focused on three areas: building the core AI capabilities the ecosystem needs, embedding AI across our solutions and helping our customers and Gloo itself put AI agents to work and evolve toward more agentic operating models. We believe these priorities will strengthen our platform, enhance customer outcomes and further our leadership position in Applied AI for the faith and flourishing ecosystem. We believe that delivering Applied AI begins with providing the core capabilities required to embed AI into the workflows and systems used by ministries, churches, nonprofits and other ecosystem participants. Our ability to realize returns on our investment in Gloo AI will depend on a number of factors, including our ability to successfully develop and market our AI capabilities, the effectiveness and pricing of these capabilities and our ability to differentiate these capabilities from competitive offerings. We believe the long-term opportunity of Applied AI extends beyond individual products and workflows to helping organizations operate in more scalable, efficient and effective ways. By enabling our customers, partners and Gloo itself to adopt more agentic operating models, we aim to expand capacity and improve execution across the faith and flourishing ecosystem.
Current report
For additional information concerning our accounting policies, see Note 2, Summary of Significant Accounting Policies, in the notes to the consolidated financial statements included in our Annual Report on Form 10-K.
Current report
Gloo reports revenue in two categories: Platform revenue and Platform Solutions revenue. We generate revenue through four core streams: subscriptions, advertising and marketing services, marketplace offerings, and platform solutions. Platform revenue includes our more recurring and scalable offerings, while Platform Solutions revenue reflects services-based engagements that are typically project-oriented in nature.
Current report
Subscription revenue, which is a component of platform revenue, includes our AI-powered technology platform Gloo 360 that helps our customers modernize core systems, unify data, improve workflows and operate more effectively. It also includes platforms that support communication and management of CFL organizations. These offerings generate revenue primarily through monthly and annual subscriptions.
Current report
Platform solutions revenue represents 1) fees from managing donor events, 2) outsourced engineering and product development consulting services revenue and 3) marketing campaign management services such as strategy and creative consulting, which enables faith-based organizations to reach audiences in trusted environments where their messages are contextually relevant. We believe that platform solutions provide valuable network capabilities that allow us to build durable customer relationships as we deliver and scale platform revenue. Platform solutions also position us to deliver those services with Gloo AI capabilities, with increasing agentic capabilities that can improve customer value and concurrently increase our margins over time.
Current report
Other Expense (Income), Net
Current report
Other expense (income), net primarily consists of interest income earned on our cash and cash equivalents. For the three months ended April 30, 2026, this also included a partial refund of a one-time employee tax credit and a one time non-operating expense.
Current report
Loss (gain) from change in fair value of financial instruments primarily relates to mark-to-market changes on warrant and derivative instruments and the MW Call Option. For the three months ended April 30, 2025, this also included change in fair value of exchangeable shares.
Current report
Net Loss Before Income Taxes
Current report
Income (loss) from equity method investments, net represents our proportionate share of earnings and losses from investments in unconsolidated entities over which we exercise significant influence, but do not maintain a controlling financial interest, as well as the impacts of revaluing our previously held equity method investments upon consolidation. Midwestern and Sermons Tech were accounted for as equity method investments from January 3, 2025 through June 11, 2025 and October 25, 2023 through August 1, 2025, respectively, at which point we obtained a controlling financial interest and consolidated the respective entities.
Current report
Consolidated Results of Operations
Current report
Total revenue increased by $29.2 million, or 237.6%, for the three months ended April 30, 2026, compared to the corresponding period in 2025. This increase was driven by an increase in platform revenue of $15.6 million and an increase in platform solutions revenue of $13.6 million.
Current report
Platform revenue increased by $15.6 million, primarily due to an increase in advertising revenue of $9.9 million and an increase in subscription revenue of $5.5 million during the three months ended April 30, 2026, compared to the corresponding period in 2025. The increase in advertising revenue is primarily attributable to the acquisition of Masterworks, Incorporated (“Masterworks”), a leading marketing and fundraising firm. The increase in subscription revenue was primarily driven by the continued expansion of our Gloo 360 product offering, which enables customers to improve efficiency, strengthen system integration and accelerate digital transformation initiatives. Gloo 360 was launched during the third quarter of our fiscal year ended January 31, 2026 and, as a result, did not contribute to platform revenue during the three months ended April 30, 2025. Additionally, subscription revenue increased due to the acquisition of Igniter, which sells subscriptions to digital content, as well as price increases to Gloo workspace.
Current report
Platform solutions revenue increased by $13.6 million primarily due to the acquisitions of Gloo Capital Partners Westfall Gold, Midwestern and Masterworks, each of which contributed to our results for three months ended April 30, 2026. These Gloo Capital Partners were acquired subsequent to the corresponding period in 2025, and therefore did not contribute to the prior period’s results. Revenue attributable to Westfall Gold primarily relates to hosting donor engagement events, Masterworks contributed talent and influencer-related marketing services revenue, and Midwestern contributed outsourced engineering and development services revenue.
Current report
Cost of Revenue
Current report
Cost of revenue (exclusive of depreciation and amortization) increased by $19.2 million, or 216.7%, for three months ended April 30, 2026, compared to the corresponding period in 2025. The increase was primarily driven by higher salaries and wages of $7.6 million related to strategic acquisitions and incremental headcount supporting the launch and continued expansion of Gloo 360. Additionally, cost of revenue increased $5.8 million due to advertising-related costs associated with the acquisition of Masterworks, $3.2 million related to costs incurred at Westfall Gold associated with hosting donor engagement events and $1.8 million related to engineering costs associated with the Midwestern acquisition.
Current report
Product development expense decreased by $1.8 million, or 31.8%, for the three months ended April 30, 2026, compared to the corresponding period in 2025. The decrease was primarily related to targeted workforce reductions to eliminate duplication, while reallocating resources to areas focused on our AI powered platform.
Current report
Sales and marketing costs increased by $2.3 million, or 31.4%, for the three months ended April 30, 2026, compared to the corresponding period in 2025. The increase was primarily driven by $3.1 million of higher compensation-related costs, including $2.5 million from continued investment in our internal marketing and enterprise sales teams to support a larger portfolio of products and enterprise contracts, and $0.6 million from the acquisitions of XRI, Westfall Gold, Midwestern and Igniter. The increase was partially offset by lower external agency fees.
Current report
General and administrative expenses increased by $5.3 million or 53.1%, for the three months ended April 30, 2026, compared to the corresponding period in 2025. The increase was primarily driven by higher personnel expenses of $3.5 million, largely due to increased headcount to support expanded corporate functions as a public company and the integration of the Masterworks acquisition. We also incurred additional increases of $0.9 million of professional services fees related to incremental financial reporting requirements and activities associated with the transition to operating as a public company.
Current report
Other (Income) Expense
Current report
N/M = not meaningful
Current report
Interest expense decreased by $1.8 million, or 64.5%, for the three months ended April 30, 2026, compared to the corresponding period in 2025. The decrease was primarily due to lower outstanding debt balances following the conversion and settlement of the Senior Secured Convertible Notes in connection with our initial public offering. The Senior Secured Convertible Notes were outstanding through November 19, 2025 and were settled through the issuance of Class B common stock on November 20, 2025.
Current report
Other Income, Net
Current report
Other income, net increased by $0.7 million, or 154.4%, for the three months ended April 30, 2026, compared to the corresponding period in 2025. The increase was related to a one-time employee tax credit received during the three months ended April 30, 2026.
Current report
The change in fair value of financial instruments resulted in a gain of $0.8 million during the three months ended April 30, 2026, compared to a loss of $3.2 million during the corresponding period in 2025. The gain in the current period was driven by the remeasurement of our MW Call Option, which reduced the liability by $0.8 million. The loss in the prior-year period was primarily driven by the remeasurement of our MW Call Option, which increased the liability by $2.9 million.
Current report
Net Loss Before Income Taxes
Current report
Income Tax Benefit (Expense)
Current report
During the three months ended April 30, 2026, we recognized income tax benefit of $0.8 million as compared to an expense of $33 thousand for the three months ended April 30, 2025. The change primarily related to our Corporate Reorganization. Prior to November 19, 2025, Gloo was treated as a partnership for U.S. Federal and certain state and local income tax purposes and, as such was generally not subject to entity-level income taxes. Following the Corporate Reorganization, we became subject to U.S. Federal and state and local income taxes.
Current report
Non-GAAP Financial Measures
Current report
Our primary funding requirements are for our ongoing business operations, outstanding debt obligations, business acquisitions, and strategic investments. The principal amount of our outstanding consolidated debt aggregated to $34.9 million, of which $17.8 million is classified as current in our condensed consolidated balance sheet. As of April 30, 2026, we had $13.1 million principal outstanding under our Senior Secured Promissory Notes. We do not have any available borrowing capacity on existing debt instruments.
Current report
Net cash used in operating activities was $17.1 million for the three months ended April 30, 2026, compared to $21.2 million for the corresponding period in 2025. The decrease in cash used in operating activities of $4.1 million was primarily attributable to a decrease in net loss of $9.9 million, which was offset by a net decrease in non-cash charges of $1.3 million for the three months ended April 30, 2026, compared to the corresponding period in 2025, and by changes in working capital.
Current report
Net cash used in investing activities was $5.5 million for the three months ended April 30, 2026, compared to $6.3 million for the corresponding period in 2025. The $0.8 million decrease in cash used was primarily driven by lower acquisition-related payments of $1.9 million, partially offset by an increase in purchases of property and equipment of $0.6 million.
Current report
Net cash used in financing activities was $1.8 million for the three months ended April 30, 2026, compared to net cash provided by financing activities of $20.3 million for the corresponding period in 2025. The $22.1 million decrease in net cash was primarily driven by $1.8 million from payments on debt during the three months ended April 30, 2026, compared to $20.0 million of net proceeds from debt for the three months ended April 30, 2025.
Current report
There have been no significant changes in our critical accounting policies and estimates during the three months ended April 30, 2026 as compared to those disclosed in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Annual Report on Form 10-K for the fiscal year ended January 31, 2026.
Removed paragraphs (35)
Previous report
Gloo’s mission is to build the leading technology platform for the faith and flourishing ecosystem. Our purpose is to shape technology as a force for good, so people can flourish and communities can thrive. This is grounded in our belief that relationships catalyze growth, and when technology is used to serve relationships, it transforms lives. There are two primary stakeholders at the core of the faith and flourishing ecosystem, network capability providers (NCPs) and the churches and frontline organizations (CFLs) they serve.
Previous report
NCPs play an enabling role in the faith and flourishing vertical by equipping CFLs with products and services so CFLs can focus on their mission. These products and services include technology solutions, content, marketing services and donor services. CFLs serve as the heart of the faith and flourishing ecosystem, and include churches, ministries, nonprofits and service organizations, providing worship, educational programs, community outreach efforts and other social services support.
Previous report
We have established a platform that connects NCPs and CFLs and facilitates sales of products and services between the two groups. Through our platform, CFLs gain access to curated resources and NCPs benefit from targeted distribution of their products and services to members of the ecosystem. The Gloo platform includes a suite of technology, marketplace, advertising and service solutions offered directly by us and by our wholly owned or consolidated subsidiaries, which we refer to as Gloo Capital Partners.
Previous report
Recent Developments
Previous report
Corporate Reorganization
Previous report
The results of operations discussed in this report include those of Gloo Holdings, LLC prior to the completion of the Corporate Reorganization. As a result, the unaudited condensed consolidated financial data may not give you an accurate indication of what our actual results would have been if the Corporate Reorganization had been completed at the beginning of, or during, the periods presented or of what our future results of operations are likely to be. For additional information, see Note 20, Subsequent Events, to Gloo Holding, LLC’s unaudited condensed consolidated financial statements included in Part I, Item 1 of this report.
Previous report
Initial Public Offering
Previous report
On November 19, 2025, our registration statement on Form S-1 (File No. 333-290930) became effective under Section 8(a) of the Securities Act of 1933, as amended (the “Securities Act”), and our Class A common stock began trading on the Nasdaq Global Select Market (“Nasdaq”) under the ticker “GLOO” on November 19, 2025. As a result, our unaudited condensed consolidated financial statements as of October 31, 2025 do not reflect the impact of the IPO. For additional information, see Note 20, Subsequent Events, to Gloo Holding, LLC’s unaudited condensed consolidated financial statements included in Part I, Item 1 of this report.
Previous report
Additionally, upon completion of the IPO, the Senior Secured Convertible Notes were automatically converted into shares of Gloo Holdings, Inc.’s Class B common stock. For additional information, see Note 20, Subsequent Events, to Gloo Holding, LLC’s unaudited condensed consolidated financial statements included in Part I, Item 1 of this report.
Previous report
Acquisitions
Previous report
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. 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 contractual purchase price under the Amended XRI SPA is approximately $4.1 million, comprised of cash and common units of Gloo Holdings, Inc. The transaction closed on November 19, 2025.
Previous report
We are developing Gloo AI, a vertical-specific faith and flourishing-based AI. Our AI infrastructure and how we embed our AI capabilities into our products and the products of Gloo Capital Partners are designed to enable new applications for engagement, data insights and content creation to serve NCPs, publishers, content creators, denominations, donor platforms and developers. Several of our existing products are AI-native tools that incorporate AI from the beginning of their lifecycle, while many of our Gloo Capital Partners are still early in their AI adoption with AI powering a small but growing number of their current products and services. Our ability to realize returns on our investment in Gloo AI will depend on a number of factors, including our ability to successfully develop and market our AI capabilities, the effectiveness and pricing of these capabilities and our ability to differentiate these capabilities from competitive offerings.
Previous report
Non-GAAP Financial Measure
Previous report
Impact of Acquisitions
Previous report
The comparability of our operating results is impacted by our business combinations and acquisitions. In our discussion of changes in our results of operations, we may discuss the impact of the growth in certain of our revenue and expenses where such discussions would be meaningful.
Previous report
Subscription revenue, which is a component of platform revenue, includes access to a free and premium portfolio of subscription-based software and access to solutions through our platform. This represents the foundational layer of the Gloo platform, enabling CFLs and NCPs to communicate, organize, and operate more effectively. These offerings generate revenue primarily through monthly and annual subscriptions with NCPs.
Previous report
Platform solutions revenue represents technology development solutions and marketing services provided through Gloo Capital Partners, primarily Midwestern Interactive, Masterworks and Servant.
Previous report
Results of Operations
Previous report
Total revenue increased $26.4 million, or 431.6%, and $44.3 million, or 265.0%, during the three and nine months ended October 31, 2025, respectively, as compared to the corresponding periods in 2024. The increase for the three-month period is comprised of an increase in platform revenue of $13.7 million and an increase in platform solutions revenue of $12.7 million. The increase for the nine-month period is comprised of an increase in platform solutions revenue of $23.8 million and an increase in platform revenue of $20.5 million.
Previous report
The increase in platform revenue was primarily due to an increase in advertising revenue of $10.5 million and $13.8 million and increase in subscription revenue $3.0 million and $6.3 million, during the three and nine months ended October 31, 2025, respectively, compared to the corresponding periods in 2024. Advertising revenue increased as a result of the acquisition of Masterworks, contributing $10.4 million and $13.2 million during the three and nine months ended October 31, 2025, respectively. Subscription revenue increased primarily as a result of broadening our geographic and product footprint through strategic acquisitions, including Church Law & Tax, ChurchSalary and Visitor Reach.
Previous report
The increase in platform solutions revenue was primarily due to an increase in infrastructure and technology development solutions and marketing services, provided through Gloo Capital Partners acquired during the three and nine months ended October 31, 2025 (i.e., Midwestern, Masterworks and Servant) of $12.7 million and $19.4 million, for the three and nine months ended October 31, 2025, respectively, as well as an increase from our Gloo360 offering, which provides technology, data and consulting services.
Previous report
Cost of revenue (exclusive of depreciation and amortization) increased $19.9 million, or 403.2%, and $31.5 million, or 219.7%, during the three and nine months ended October 31, 2025, respectively, as compared to the corresponding periods in 2024. The increase in cost of revenue for the three and nine-month periods are primarily associated with the increase in advertising revenue related to the acquisition of Masterworks and increases in sales commissions and infrastructure service usage charges directly associated with the increase in platform revenue. Cost of revenue (exclusive of depreciation and amortization) decreased as a percent of revenue primarily due to the change in revenue mix earned during the comparative periods, in particular due to increases in subscription revenue and platform solutions revenue, which have higher gross margins than advertising revenue.
Previous report
Product development expense increased $2.3 million, or 59.3%, and $6.9 million, or 69.4%, during the three and nine months ended October 31, 2025, respectively, as compared to the corresponding periods in 2024. During the three and nine months ended October 31, 2025 we incurred an increase of $2.2 million and $7.2 million, respectively, primarily related to wages and benefits, inclusive of equity compensation, related to our commitment to increase our internal engineering team to support the development of Gloo AI and invest in additional features of Gloo Workspace. The increase for the nine month period ended October 31, 2025 was partially offset by a decrease in outsourced engineering costs.
Previous report
Sales and marketing expenses increased $2.8 million, or 53.2%, and $7.8 million, or 48.5%, during the three and nine months ended October 31, 2025, respectively, as compared to the corresponding periods in 2024. During the three and nine months ended October 31, 2025 we incurred an increase in compensation expense of $1.9 million and $4.3 million, respectively as we continue to invest in expanding our internal marketing team and enterprise sales team. During the three months ended October 31, 2025 our marketing team focused its efforts on advertising Gloo Workspace. During the nine months ended October 31, 2025 we incurred an increase in agency fees related to our rebranding initiatives.
Previous report
General and administrative expenses increased $14.5 million, or 521.5%, and $29.2 million, or 282.8%, during the three and nine months ended October 31, 2025, respectively, as compared to the corresponding periods in 2024. During the three and nine months ended October 31, 2025, personnel expenses increased $6.9 million and $13.0 million, respectively. These increases were primarily associated with the acquisition of Masterworks and increased headcount at Gloo corporate meant to streamline our corporate functions in advance of operating as a public company. We also incurred increases in acquisition transaction fees of $1.5 million and $4.0 million, professional service fees of $0.6 million and $2.8 million related to incremental financial reporting activities and $2.3 million and $3.6 million, respectively in expenses related to the IPO.
Previous report
Interest expense increased $4.6 million and $9.5 million, for the three and nine months ended October 31, 2025, respectively, compared to the corresponding periods in 2024, primarily due to an increase of $127.4 million in our net outstanding debt balances as of October 31, 2025 as compared to October 31, 2024.
Previous report
The change in fair value of financial instruments resulted in a loss of $9.1 million and $20.5 million during the three and nine months ended October 31, 2025, compared to a gain of $0.5 million and $0.8 million during the corresponding periods in 2024. The changes are primarily the result of the exchange of certain of our Original Senior Secured Notes to Senior Secured Convertible Notes.
Previous report
Loss on Extinguishment of Debt
Previous report
We incurred a loss on extinguishment of debt of $7.5 million, during the nine months ended October 31, 2025, as a result of the exchange of certain of our Original Senior Secured Notes to Senior Secured Convertible Notes. No such transaction occurred during the nine months ended October 31, 2024.
Previous report
Tech using $6.4 million in cash, net of cash acquired. Net cash used in operating activities during the nine months ended October 31, 2025 totaled $63.0 million. During the nine months ended October 31, 2024, we completed one business acquisition using $1.5 million in cash. Net cash used in operating activities during the nine months ended October 31, 2024 totaled $33.2 million.
Previous report
In November 2025, we completed our IPO which resulted in aggregate net proceeds of $72.3 million, after underwriting discounts and expenses of $5.5 million and $0.5 million, respectively, inclusive of the partial exercise of the underwriters’ option to purchase additional shares. Additionally, in connection with the closing of our IPO, an aggregate of $143.1 million of outstanding principal and accrued interest owed under the Senior Secured Convertible Notes automatically converted to an aggregate of 22,363,700 shares of Class B common stock on November 20, 2025, based on a conversion price of $6.40 per share, as set forth in the Senior Secured Convertible Notes. See the section titled “Unregistered Sales of Equity Securities and Use of Proceeds—Use of Proceeds from the IPO” included in Part II, Item 2 of this report for additional details. For additional information, see Note 20, Subsequent Events, to Gloo Holding, LLC’s unaudited condensed consolidated financial statements included in Part I, Item 1 of this report.
Previous report
Net cash used in investing activities was $16.9 million for the nine months ended October 31, 2025, as compared to $6.2 million for the nine months October 31, 2024. The increase in net cash used in financing activities is primarily related to an increase of $5.6 million in investments related to capitalized software and an increase in cash paid of $4.9 million for our acquisitions.
Previous report
Net cash provided by financing activities was $81.6 million for the nine months ended October 31, 2025, as compared to $45.7 million for the nine months ended October 31, 2024. The increase is primarily attributable to an increase in proceeds received from the issuance of Senior Secured Convertible Notes.
Previous report
Our condensed consolidated financial statements are prepared in accordance with GAAP. The preparation of our condensed consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions that affect certain reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting period.
Previous report
Our critical accounting policies are described under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies” in our Prospectus and the notes to the unaudited condensed consolidated financial statements appearing elsewhere in this Quarterly Report on Form 10-Q. During the nine months ended October 31, 2025, there were no material changes to our critical accounting policies from those discussed in our Prospectus.
Reworded paragraphs (23)
Previous wording
Unless the context requires otherwise, references in this report to the “Company,” “we,” “us” and “our” refer to Gloo Holdings, LLC and its consolidated subsidiaries collectively before the Corporate Reorganization and to Gloo Holdings Inc. and its consolidated subsidiaries after the Corporate Reorganization. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements and related notes appearing elsewhere in this Quarterly Report on Form 10-Q and our consolidated financial statements and related notes included in our final prospectus for the initial public offering of our Class A common stock dated November 18, 2025 and filed with the SEC pursuant to Rule 424(b)(4) on November 19, 2025 (the “Prospectus”). Some of the information contained in this discussion and analysis, including information with respect to our plans and strategies for our business, includes forward-looking statements that involve risks and uncertainties. You should review the sections titled “Forward-Looking Statements” and “Risk Factors” for a discussion of forward-looking statements and important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis. This discussion and analysis reflects our historical results of operations and financial position, and, except as otherwise indicated below, does not give effect to the Corporate Reorganization or the completion of the IPO and are not necessarily indicative of the results that may be expected for any period in the future. For additional information, see the sections titled “—Recent Developments—Corporate Reorganization” and “—Initial Public Offering.”
Current wording
Unless the context requires otherwise, references in this report to the “Company,” “we,” “us” and “our” refer to Gloo Holdings, LLC and its consolidated subsidiaries collectively before the Corporate Reorganization and to Gloo Holdings, Inc. and its consolidated subsidiaries after the Corporate Reorganization. The following Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read together with our unaudited condensed consolidated financial statements and the related notes included elsewhere in this Quarterly Report on Form 10-Q and our audited consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended January 31, 2026 (“Annual Report on Form 10-K”) filed with the SEC on April 15, 2026. Some of the information contained in this discussion and analysis, particularly information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties. The section titled “Risk Factors” discusses the importance of factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.
Previous wording
We generate revenue from NCPs through sales of enterprise subscriptions to outsourced technology, artificial intelligence (AI) capabilities and advertising (all of which we account for as platform revenue), as well as platform solutions. We generate platform revenue from CFLs through sales of subscriptions to communication tools, content libraries, data insights and AI capabilities, as well as through transactions on our and Gloo Capital Partners’ e-commerce marketplaces, including Outreach, Inc., our largest online marketplace.
Current wording
We generate the following four types of revenue, the first three of which we account for as platform revenue: (1) subscriptions, (2) marketplace, (3) advertising and (4) platform solutions. We generate revenue from NCPs through sales of enterprise subscriptions to outsourced technology, AI capabilities and advertising (all of which we account for as platform revenue), as well as platform solutions. We generate platform revenue from CFLs through sales of subscriptions to communication tools, content libraries, data insights and AI capabilities, as well as through transactions on our and Gloo Capital Partners’ e-commerce marketplaces, including Outreach, Inc., our largest online marketplace.
Previous wording
In connection with our acquisitions of Visitor Reach and Midwestern, we granted the counterparties contractual rights to repurchase a portion of the business interests that we acquired, subject to certain conditions and over specified periods. If any such repurchase rights are exercised, we may be required to unwind part or all of a completed acquisition or divest all or a portion of a completed investment, on terms that may not be favorable to us, which could result in the loss of strategic or core assets or future revenue streams. The exercise of these repurchase rights may also require us to deconsolidate such entities from our consolidated financial statements, which would adversely affect our financial condition, results of operations and prospects. For example, if all repurchase rights outstanding as of January 31, 2025 were exercisable as of such date and were exercised on such date, we would be required to deconsolidate $0.2 million, or 0.8%, of our fiscal 2024 revenue and $0.1 million, or an immaterial percent, of our fiscal 2024 net loss. If all repurchase rights outstanding as of October 31, 2025 were exercisable as of such date and were exercised on such date, we would be required to deconsolidate $7.4 million, or 12.2%, of our revenue and $5.0 million, or 4.5%, of our net loss for the nine months ended October 31, 2025.
Current wording
In connection with our acquisitions of Visitor Reach and Midwestern, we granted the counterparties contractual rights to repurchase a portion of the business interests that we acquired, subject to certain conditions and over specified periods. If any such repurchase rights are exercised, we may be required to unwind part or all of a completed acquisition or divest all or a portion of a completed investment, on terms that may not be favorable to us, which could result in the loss of strategic or core assets or future revenue streams. The exercise of these repurchase rights may also require us to deconsolidate such entities from our consolidated financial statements, which would adversely affect our financial condition, results of operations and prospects. For example, if all repurchase rights outstanding as of April 30, 2026, were exercisable as of such date and were exercised on such date, we would be required to deconsolidate $4.6 million, or 11.0%, of revenue and $1.9 million, or 11.3%, of our net loss for the three months ended April 30, 2026. If all repurchase rights outstanding as of April 30, 2025 were exercisable as of such date and were exercised on such date, we would be required to deconsolidate $0.7 million, or 5.6%, revenue and $0.3 million, or 1.3%, of our net loss for the three months ended April 30, 2025.
Previous wording
The exercise of repurchase rights may also lead to other financial and operational disruption and require us to restructure our operations or write down previously recognized goodwill or intangible assets. Moreover, the existence of repurchase rights may affect our ability to integrate acquired businesses and reduce the certainty of long-term ownership, which could adversely affect our ability to realize the benefits of these acquisitions and investments. Although we may enter into similar repurchase right arrangements in connection with future acquisitions and investments, we have historically maintained strong commercial relationships with the counterparties holding such rights, which we believe mitigates the associated risks.
Current wording
The exercise of repurchase rights may also lead to other financial and operational disruption and require us to restructure our operations or write down previously recognized goodwill or intangible assets. Moreover, the existence of repurchase rights may affect our ability to integrate acquired businesses and reduce the certainty of long-term ownership, which could adversely affect our ability to realize the benefits of these acquisitions and investments. Such repurchase rights also increase the consideration paid for acquisitions, which then may also increase the likelihood that we take impairment charges subsequent to the closing of acquisitions or investments. Although we may enter into similar repurchase right arrangements in connection with future acquisitions and investments, we have historically maintained strong commercial relationships with the counterparties holding such rights, which we believe mitigates the associated risks.
Previous wording
We are focused on cross selling and upselling the brands of Gloo Capital Partners to our customer base. At times, different Gloo Capital Partners serve the same customers and we believe that providing bundled offerings that include our core Gloo products and the products of Gloo Capital Partners has the potential to increase our revenue. Our ability to accurately identify, market and sell value-enhancing bundles for our customers will impact the extent to which we are able to realize the potential financial benefits of cross-sell and upsell opportunities.
Current wording
We are focused on cross-selling and upselling the brands of Gloo Capital Partners to our customer base. At times, different Gloo Capital Partners serve the same customers. We believe that providing bundled offerings that include our core Gloo products and the products of Gloo Capital Partners has the potential to increase our revenue. Our ability to accurately identify, market and sell value-enhancing bundles for our customers will impact the extent to which we are able to realize the potential financial benefits of cross-sell and upsell opportunities.
Previous wording
Marketplace revenue, which is a component of platform revenue, represents sales through e-commerce marketplaces where CFLs discover and purchase products, such as books, banners, and other physical and digital goods that are consumed through CFL related activities such as research, curriculum, assessments, campaign support and technology services. Our largest marketplace is Outreach, a Gloo Capital Partner. Major faith holidays can result in seasonality within this revenue stream, such as increased revenue in our first and fourth fiscal quarters related to Easter and Christmas purchase volume and decreased revenue in our second fiscal quarter.
Current wording
Marketplace revenue, which is a component of platform revenue, represents sales through e-commerce marketplaces where CFLs discover and purchase products, such as books, banners and other physical and digital goods that are consumed through CFL related activities such as research, curricula, assessments, campaign support and technology services. Our largest marketplace is Outreach, a Gloo Capital Partner. Major faith holidays can result in seasonality within this revenue stream, such as increased revenue in our first and fourth fiscal quarters related to Easter and Christmas purchase volume and decreased revenue in our second fiscal quarter.
Previous wording
Advertising revenue, which is a component of platform revenue, represents fees earned for the placement of advertisements on our, and Gloo Capital Partners’ websites from third-parties that are looking to offer their products and services to mission-oriented consumers. Beginning in the second quarter of fiscal 2025, we also began providing campaign management services such as strategy and creative consulting, direct mail, email and SMS campaigns, and data and analytics, through Masterworks.
Current wording
Advertising revenue, which is a component of platform revenue, represents both 1) fees earned for the placement of advertisements on our and Gloo Capital Partners’ websites from third-parties that are looking to offer their products and services to mission-oriented consumers, and 2) campaign advertising placements such as direct mail, email and SMS campaigns, digital media, data and analytics, and proprietary media inventory developed specifically for Christian audiences, which enables faith-based organizations to reach audiences in trusted environments where their messages are contextually relevant.
Previous wording
Cost of Revenue (exclusive of depreciation and amortization)
Current wording
Cost of Revenue
Previous wording
Cost of revenue (exclusive of depreciation and amortization) related to our platform consists primarily of software and hosting tools, salaries and wages related to employees that support the customer product, as well as customer success teams. Cost of revenue (exclusive of depreciation and amortization) related to marketplace is comprised of raw materials, finished goods, salaries and wages related to employees in the production department, as well as rent expense and overhead. Cost of revenue (exclusive of depreciation and amortization) related to advertising consists primarily of salaries and wages related to employees that support our advertising customers as well as costs related to advertising insertion technology tools. Cost of revenue (exclusive of depreciation and amortization) related to platform solutions primarily consist of salaries and wages for our professional services teams.
Current wording
Cost of revenue is reported exclusive of depreciation and amortization. Cost of revenue related to subscription offerings consists primarily of software and hosting tools, salaries and wages related to employees that support the customer product, as well as customer success teams. Cost of revenue related to marketplace is comprised of raw materials, finished goods, salaries and wages related to employees in the production department, as well as rent expense and overhead. Cost of revenue related to advertising consists primarily of salaries and wages related to employees that support our advertising customers as well as costs related to advertising insertion technology tools. Cost of revenue related to platform solutions primarily consists of salaries and wages for our professional services teams as well as costs associated with supporting fundraising events such as hotel costs and speaker fees.
Previous wording
We expect that cost of revenue (exclusive of depreciation and amortization) as a percentage of revenue will fluctuate from period to period based on a variety of factors, including the mix of revenue between subscription, marketplace, advertising, and platform solutions, variations in labor costs, third-party expenses and acquisitions. For example, marketplace generally has a higher cost of revenue as a percentage of revenue compared to subscription revenue.
Current wording
We expect that cost of revenue as a percentage of revenue will fluctuate from period to period based on a variety of factors, including the mix of revenue between subscription, marketplace, advertising and platform solutions, variations in labor costs, third-party expenses and acquisitions. For example, marketplace generally has a higher cost of revenue as a percentage of revenue compared to subscription revenue.
Previous wording
Product development expense consists primarily of employee costs for our product development organization, including salaries, benefits, bonuses, and equity-based compensation. Product development expense also includes third-party outsourced technology costs incurred in developing our platforms, and computer equipment, software, and subscription services dedicated for use by our product development organization. We expect our product development expense to increase for the foreseeable future as we continue to dedicate substantial resources to develop, improve and expand the functionality of our offerings, particularly with our expansion of our AI capabilities.
Current wording
Product development expenses consist primarily of personnel-related costs for the design and development of our platform, including salaries, benefits, bonuses and equity-based compensation. Product development expense also includes third-party outsourced technology costs incurred in developing our platforms, and computer equipment, software, and subscription services dedicated for use by our product development organization. We expect our product development expense to increase for the foreseeable future as we continue to dedicate substantial resources to develop, improve and expand the functionality of our offerings, particularly with our expansion of our AI capabilities.
Previous wording
We account for income taxes in accordance with ASC 740. ASC 740 requires deferred tax assets and liabilities to be recognized for temporary differences between the tax basis and financial reporting basis of assets and liabilities, computed at the expected tax rates for the periods in which the assets or liabilities will be realized, as well as for the expected tax benefit of net operating loss and tax credit carryforwards. Income taxes are recognized for the amount of taxes payable by the company’s corporate subsidiaries for the current year and for the impact of deferred tax assets and liabilities, which represent future tax consequences of events that have been recognized differently in the condensed consolidated financial statements than for tax purposes.
Current wording
We account for income taxes in accordance with ASC 740. ASC 740 requires deferred tax assets and liabilities to be recognized for temporary differences between the tax basis and financial reporting basis of assets and liabilities, computed at the expected tax rates for the periods in which the assets or liabilities will be realized, as well as for the expected tax benefit of net operating loss and tax credit carryforwards. Income taxes are recognized for the amount of taxes payable for the current year and for the impact of deferred tax assets and liabilities, which represent future tax consequences of events that have been recognized differently in the financial statements than for tax purposes.
Previous wording
Comparison of the Three and Nine Months Ended October 31, 2025 and 2024
Current wording
Comparison of the Three Months Ended April 30, 2026 and 2025
Previous wording
Depreciation and amortization expense increased $0.9 million, or 46.0%, and $2.5 million, or 44.7%, during the three and nine months ended October 31, 2025, respectively, as compared to the corresponding periods in 2024. These increases are primarily related to an increase in intangible assets acquired through business combinations that were consummated subsequent to October 31, 2024.
Current wording
Depreciation and amortization expense increased by $0.9 million, or 35.6%, for the three months ended April 30, 2026, compared to the corresponding period in 2025. The increase was primarily attributable to an additional $0.6 million of amortization expense related to intangible assets acquired through Gloo Capital Partner acquisitions completed subsequent to April 30, 2025.
Previous wording
Net cash used in operating activities was $63.0 million for the nine months ended October 31, 2025, as compared to $33.2 million for the nine months ended October 31, 2024. The increase in net cash used in operating activities is primarily attributable to a higher net loss of $69.1 million during the nine months ended October 31, 2025, partially offset by $32.2 million of net non-cash charges, inclusive of an increase in the loss from change in fair value of financial instruments of $19.7 million, a loss on extinguishment of debt of $7.5 million, an increase in depreciation and amortization of $2.5 million and an increase in equity-based compensation of $1.5 million.
Current wording
(Gain) Loss from Change in Fair Value of Financial Instruments
Previous wording
Adjusted EBITDA has inherent limitations because it reflects the exercise of judgment by our management about which expense items to include or exclude. Accordingly, Adjusted EBITDA may not be directly comparable to similarly titled metrics used by other companies. The non-GAAP financial information is presented for supplemental informational purposes only and should not be considered a substitute for financial information presented in accordance with U.S. GAAP. Investors are encouraged to review the related U.S. GAAP financial measure and the reconciliation provided below, as well as our condensed consolidated financial statements and related notes included Part I, Item 1 of this report.
Current wording
Adjusted EBITDA has inherent limitations because it reflects the exercise of judgment by our management about which items to include or exclude. Accordingly, Adjusted EBITDA may not be directly comparable to similarly titled metrics used by other companies. The non-GAAP financial information is presented for supplemental informational purposes only and should not be considered a substitute for financial information presented in accordance with U.S. GAAP. Investors are encouraged to review the related U.S. GAAP financial measure and the reconciliation provided below, as well as our condensed consolidated financial statements and related notes included elsewhere in Part I, Item 1 of this report.
Previous wording
We define adjusted EBITDA as net loss adjusted to exclude (1) interest expense, (2) income tax expense (benefit), (3) depreciation and amortization, (4) equity-based compensation, (5) financing and restructuring costs, (6) impairment of goodwill, (7) loss (gain) from change in fair value of financial instruments, (8) loss on extinguishment of debt, (9) income (loss) from equity method investments, net, (10) interest income, and (11) other non-cash or non-routine items that are not reflective of our core operating results. The following table presents a reconciliation of net loss, the most directly comparable financial measure calculated in accordance with U.S. GAAP, to Adjusted EBITDA.
Current wording
We define Adjusted EBITDA as net loss adjusted to exclude (1) interest expense, (2) income tax (benefit) expense, (3) depreciation and amortization, (4) equity-based compensation, (5) (gain) loss from change in fair value of financial instruments, (6) restructuring costs, (7) loss from equity method investments, net, (8) interest income, (9) IPO related costs, (10) one-time employee tax credit, and (11) opening balance sheet adjustment subsequent to the measurement period, that are not reflective of our core operating results. The following table presents a reconciliation of net loss attributable to common stockholders and members, the most directly comparable financial measure calculated in accordance with U.S. GAAP, to Adjusted EBITDA.
Previous wording
As of October 31, 2025, our primary sources of liquidity have been net proceeds from the issuance of preferred equity and long-term debt financings from a broad-based group of investors, including significant funding from our co-founder, president, and chief executive officer, Mr. Beck, and his affiliates. Our principal uses of cash have included business acquisitions, investments in equity method investees, and funding operating losses.
Current wording
Since inception, our primary sources of liquidity have been net proceeds from the issuance of preferred equity and long-term debt financings from a broad-based group of investors, including significant funding from our co-founder, president, and chief executive officer, Mr. Beck, and his affiliates, and revenue generated from operations. Our principal uses of cash have included business acquisitions, investments in equity method investees, and funding operating losses.
Previous wording
As of October 31, 2025, we held cash and cash equivalents of $15.1 million and had an accumulated deficit of $476.1. We incurred a net loss of $39.0 and $13.6, during the three months ended October 31, 2025 and 2024, respectively, and a net loss of $110.1 and $41.0, during the nine months ended October 31, 2025 and 2024, respectively. During the nine months ended October 31, 2025, we completed six acquisitions and acquired the remaining 56.8% of Sermons
Current wording
As of April 30, 2026, we held cash and cash equivalents of $33.0 million and had an accumulated deficit of $56.9 million.
Previous wording
Looking ahead, management’s assessment of our ability to continue as a going concern involved evaluating its forecasted liquidity needs and overall financial condition over a period of at least 12 months from the date the financial statements are available to be issued. As part of this assessment, management considered our current financial condition, which is characterized by recurring operating losses, negative cash flows, limited liquid resources and dependence on external financing, as well as the funds required to execute our business plan over the evaluation period. Based on these factors, we have concluded that there is substantial doubt about our ability to continue as a going concern for at least 12 months from the date the financial statements are available to be issued.
Current wording
Looking ahead, management’s assessment of our ability to continue as a going concern involved evaluating our forecasted liquidity needs and overall financial condition over a period of at least 12 months from the date the financial statements are available to be issued. As part of this assessment, management considered our current financial condition, which is characterized by recurring operating losses, negative cash flows, limited liquid resources and dependence on external financing, as well as the funds required to execute our business plan over the evaluation period. Based on these factors, we have concluded that there is substantial doubt about our ability to continue as a going concern for at least 12 months from the date the financial statements are available to be issued.
Previous wording
The following table summarizes our consolidated cash flows for the nine months ended October 31, 2025 and 2024 as follows:
Current wording
The following table summarizes our consolidated cash flows for the periods indicated:
Previous wording
As an “emerging growth company,” Section 107 of the JOBS Act allows us to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. We have elected to use this extended transition period under the JOBS Act for the implementation of new or revised accounting standards and as a result of this election, our consolidated financial statements may not be comparable to the financial statements of issuers who are required to comply with the effective dates for new or revised accounting standards that are applicable to public companies, which may make our Class A common stock less attractive to investors. We will remain an emerging growth company until the earliest to occur of: (1) the last day of the fiscal year in which we have at least $1.235 billion in annual revenue; (2) the date we qualify as a “large accelerated filer,” with at least $700.0 million of equity securities held by non-affiliates as of the last business day of our most recently completed second fiscal quarter; (3) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period; and (4) the last day of the fiscal year ending after the fifth anniversary of the completion of this offering, or January 31, 2031.
Current wording
As an emerging growth company (EGC), the JOBS Act, Section 107, allows us to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. We have elected to use this extended transition period under the JOBS Act for the implementation of new or revised accounting standards and as a result of this election, our condensed consolidated financial statements may not be comparable to the financial statements of issuers who are required to comply with the effective dates for new or revised accounting standards that are applicable to public companies, which may make our Class A common stock less attractive to investors. We will remain an emerging growth company until the earliest to occur of: (1) the last day of the fiscal year in which we have at least $1.235 billion in annual revenue; (2) the last date of the fiscal year in which we are deemed to be a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of our common stock held by non-affiliates exceeded $700.0 million as of the last business day of the second fiscal quarter of such year; (3) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period; and (4) the last day of the fiscal year in which the fifth anniversary of our IPO occurred, or January 31, 2031.
Previous wording
Refer to Note 2, Summary of Significant Accounting Policies to our condensed consolidated financial statements included in this Quarterly Report on Form 10-Q for a discussion of accounting pronouncements recently adopted and recently issued accounting pronouncements not yet adopted and their potential impact to our financial statements.
Current wording
See Note 2, Summary of Significant Accounting Policies in the notes to the unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10-Q for a discussion of recently issued accounting pronouncements not yet adopted and their potential impact to our financial statements.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
Income (Loss) From Equity Method Investments, Net
Rearranged previous paragraphs (3)
Previous report — wording carried elsewhere
We generate four types of revenue (the first three of which we account for as platform revenue): (1) subscriptions, (2) marketplace, (3) advertising and (4) platform solutions.
Previous report — wording carried elsewhere
We generate four types of revenue: (1) subscriptions, (2) marketplace, (3) advertising and (4) platform solutions.
Previous report — wording carried elsewhere
Cost of Revenue (Exclusive of Depreciation and Amortization)