Gloo Holdings, Inc.

Notes to the Condensed Consolidated Financial Statements

Nature of Business

Business

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”).

Refer to the Company’s Annual Report on Form 10-K for the year ended January 31, 2026, for information regarding the Company’s initial public offering and a series of internal organizational transactions pursuant to which Gloo Holdings, LLC became a wholly owned subsidiary of the Company (the “Corporate Reorganization”).

Going Concern

Since inception, the Company has incurred cumulative losses from operations. The Company has funded its operations and capital needs primarily through equity and debt financings and revenue generated from operations. The Company held cash and cash equivalents of$33.0 million and had an accumulated deficit of$56.9 million as of April 30, 2026. Additionally, the Company incurred a net loss of$17.1 million and used$17.1 million of cash in operating activities for the three months ended April 30, 2026. The Company’s plans include generating revenue through subscriptions of its expanding technology 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 such 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 financial condition, 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, Inc, 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 the Company’s audited consolidated financial statements as of and for the year ended January 31, 2026, 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 presentation 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 three months ended April 30, 2026, from those disclosed in the annual consolidated financial statements as of and for the year ended January 31, 2026, and the related notes. The interests of the minority owners in less-than-wholly-owned subsidiaries are accounted for as non-controlling interests.

Use of Estimates

The preparation 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 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 membership units, equity awards and other 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 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.

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 when those standards apply to privately-held 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 condensed 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.

Recently Issued Accounting Pronouncements

The Company evaluates all Accounting Standards Updates (“ASUs”) issued by the Financial Accounting Standards Board (“FASB”) for applicability. ASUs not included in the disclosures in this report were assessed and determined to be either not applicable or not expected to have a material impact to the condensed consolidated financial statements.

Accounting pronouncements not yet adopted

In December 2025, the FASB issued ASU 2025-12, "Codification Improvements.” The amendments in this ASU enhance the codification by clarifying, correcting, and making minor improvements to guidance for easier application for companies. The amendments in this ASU include 33 revisions and are varied in nature. Entities are required to apply the amendments to ASC 260, Earnings per Share, retrospectively. All other amendments may be applied prospectively or retrospectively. The amendments in this ASU are required to be adopted for interim periods within annual reporting periods beginning after December 15, 2026. 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.

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 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 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.

Summary of Significant Accounting Policies

There have been no material changes to our significant accounting policies described in the Company’s Annual Report on Form 10-K for the year ended January 31, 2026, filed with the Securities and Exchange Commission (“SEC”) on April 15, 2026.

Variable Interest Entities

Consolidated VIEs

Visitor Reach

In January 2025, the Company acquired a majority ownership interest of approximately 51.2% in Visitor Reach with the objective of enhancing digital outreach for churches by combining Visitor Reach’s AI-driven local marketing capabilities with the Company’s data intelligence and technology platform.

Visitor Reach 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 Visitor Reach because it has the power to direct activities that most significantly impact the entity’s economic performance and an obligation to absorb losses of the entity through its majority ownership interest, and therefore consolidated Visitor Reach as of January 1, 2025.

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. These options were treated as separate from the business combination due to the post-combination service condition.

The VR Call Options are independently exercisable and grant the VR Option Holders the right to collectively repurchase up to 332 units, or 16.0% of Visitor Reach’s total equity, from the units currently owned by the Company. In the event all holders exercise their full options, the Company would retain approximately 35.22% of Visitor Reach’s outstanding units, which could result in a deconsolidation event if the Company determined it would no longer have a controlling financial interest in Visitor Reach. The VR Call Options become exercisable on the third anniversary of the acquisition and expire 12 months thereafter, subject to forfeiture if the service-based vesting condition is not met. The exercise price of the VR Call Options is fixed at $1,506 per unit, and is payable in cash or through a promissory note. These options are equity-classified stock awards.

The Company has determined that it holds the power to direct the activities that most significantly impact Visitor Reach’s economic performance while the VR Call Options remain outstanding and are not yet exercisable. However, the Company will reassess whether it remains the primary beneficiary of the VIE when the VR Call Options become exercisable in December 2027. As of April 30, 2026, the Company continues to hold the majority of issued and outstanding equity units of Visitor Reach and reports a non-controlling interest. See Note 2, Summary of Significant Accounting Policies, in the Company’s Annual Report on Form 10-K for the year ended January 31, 2026.

Total assets and liabilities included on the consolidated balance sheet for Visitor Reach as of April 30, 2026, were$9.9 million and$0.8 million, respectively. Visitor Reach’s assets consisted primarily of capitalized software and goodwill.

Barna

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 April 30, 2026, were$10.6 million and$2.2 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 support 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$3.7 million as of April 30, 2026. Net income attributable to redeemable non-controlling interest was$0.1 million for the three months ended April 30, 2026.

Sermons Tech

Prior to the Sermons Tech Acquisition as described in Note 4, Business Combinationsin its Annual Report on Form 10-K for the year ended January 31, 2026, 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.

On August 1, 2025, the Company entered into a Unit Purchase Agreement 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 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 April 30, 2026, and its revenues and net income since the acquisition date due to the integration of general corporate functions upon acquisition. Refer to the Company’s Annual Report on Form 10-K for the year ended January 31, 2026, for additional information.

Business Combinations

See Note 4, Business Combinations, to the audited consolidated financial statements in the Company's Annual Report on Form 10-K for the year ended January 31, 2026.

Supplemental Unaudited Pro Forma Information

The following unaudited supplemental pro forma financial information presents the consolidated results of operations of the Company combined with the historical results of subsidiaries acquired subsequent to the start of the three month period ended April 30, 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 condensed consolidated financial statements and from the historical accounting records of the acquired businesses to which it gives effect.

Revenue

Contract Assets, Deferred Revenue and Remaining Performance Obligations

For transactions in which payment has been received and there is an outstanding performance obligation, the associated revenue is recorded as deferred revenue and recognized once such obligation is fulfilled. During the three months ended April 30, 2026, the Company recognized$8.9 million of revenue that was included in deferred revenue at the beginning of the period.

During the three months ended April 30, 2026,$1.3 million of contract assets were transferred to accounts receivable. No contract assets were acquired during thethree months ended April 30, 2026.

As of April 30, 2026, the aggregate amount of the transaction price allocated to performance obligations that were unsatisfied or partially unsatisfied was approximately$47.5 million. The Company expects to recognize approximately$23.8 million of the remaining performance obligations as revenue over the next 12 months, which primarily relates to platform solutions performance obligations and subscription contracts. The remaining balance of approximately$23.7 million relates primarily to subscription contracts and is expected to be recognized as revenue primarily over the next 24 months. These amounts represent Management’s estimates of revenue expected to be recognized in future periods and are subject to change, including as a result of contract modifications, terminations, or changes in scope.

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. For contracts that extend beyond 12 months, the Company delivers its services once it receives up-front payment, thus not meeting the definition of a significant financing component.

In most cases, contracts are non-cancelable, and consideration paid for services that customers purchase from the Company is non-refundable. Therefore, at the time revenue is recognized, the Company does not estimate expected refunds for services, nor does the Company exclude any such amounts from revenue.

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.

Revenue Recognition

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

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:

(1) Excludes depreciation and amortization.

Fair Value Measurements

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

Derivative Liability

As a result of features embedded in the secured promissory notes (“Senior Secured Promissory Notes”), the Company recognized embedded derivative liabilities as of April 30, 2026 and January 31, 2026. The derivative liability associated with the Senior Secured Promissory Notes is classified as a non-current liability in the condensed consolidated balance sheets as of April 30, 2026 and January 31, 2026.

The Company recognized an immaterial loss related to the change in fair value of the derivative liabilities during the three months ended April 30, 2026, which was recorded in other income (expense), net. There were no other components to the change in its fair value during the three months ended April 30, 2026. The Company estimated the fair value of the derivative liabilities using the “With and Without” method, which involves modeling the expected cash flows to the noteholder under both default and non-default scenarios and measuring the fair value differential between a note with and without the embedded features. The valuation of the derivative liabilities incorporated significant unobservable inputs, including 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.

Midwestern Call Option

The Company recognized a gain of $0.8 million related to the change in fair value of the freestanding call option agreement (“MW Call Option”) during the three months ended April 30, 2026, which was recorded in other income (expense), net. There wereno other components to the change in its fair value during the three months ended April 30, 2026. The Company estimated the fair value of the MW Call Option using a Monte Carlo simulation, using a correlation between the Company’s equity value and Midwestern’s equity value. The valuation of the MW Call Option incorporated significant unobservable inputs, including the starting equity value of the Midwestern, the correlation coefficient, dividend yield, and credit-risk-adjusted discount rate. Although some observable inputs were used in the fair value determination, primarily the equity value of the Company and the risk-free rate, the unobservable inputs are significant to the determination of fair value and, accordingly, the Company has classified the MW Call Option as a Level 3 fair value liability.

Capitalized Software, Net

Capitalized software consisted of the following as of April 30, 2026 and January 31, 2026;

Amortization expense, which is included in depreciation and amortization in the condensed consolidated financial statements of operations, totaled$1.8 million and$1.7 million for the three months ended April 30, 2026 and 2025, respectively.

Intangible Assets, Net

Intangible assets consisted of the following as of April 30, 2026 and January 31, 2026:

Amortization expense was$1.3 million and$0.7 million for the three months ended April 30, 2026 and 2025, respectively.

Goodwill

The following table reflects the changes in the carrying amount of goodwill during thethree months ended April 30, 2026:

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.

Two of the facilities are leased from entities controlled by the CEO of the Company, and total lease payments for these properties totaled$0.1 million for each of the three months ended April 30, 2026 and 2025. For information on the lease arrangements with related parties, see Note 16, Related Party Transactions.

The components of lease costs, lease term, and discount rate for operating leases are as follows for the three months ended April 30, 2026 and 2025 are as follows:

Supplemental balance sheet information related to operating leases consisted of the following as of April 30, 2026 and January 31, 2026:

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

During the three months ended April 30, 2026, the Company reduced the square footage under one of its leases, resulting in a non-cash decrease of $0.5 million of its ROU assets and lease liabilities. There was no such activity during the three months ended April 30, 2025.

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 April 30, 2026, 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 April 30, 2026, future principal payments for the Company’s long-term debt are 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. As of April 30, 2026, the balance for the PPP loan continued to be reflected as a liability on the condensed consoli dated balance sheet. The effective interest rate of the PPP loan was 0.0%, during the three months ended April 30, 2026 and 2025.

Senior Secured Promissory Notes

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 Senior Secured Promissory Notes. The Company issued$60.7 million of Senior Secured Promissory Notes to the Purchasers, including related parties, during the year ended January 31, 2025. There wereno issuances during thethree months ended April 30, 2026. The Senior Secured Promissory Notes issued to one of the Purchasers are personally guaranteed by the Company's principal stockholders, Scott and Theresa Beck. For more information on related party debt refer to Note 16, Related Party Transactions.

The Senior Secured Promissory 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”). If an event of default occurs (as defined in the Note Purchase Agreement) and the Purchaser elects to continue holding the Senior Secured Promissory Notes, the notes will automatically bear interest at a rate that is 5.0% per annum higher than the rate otherwise applicable.

As additional consideration to the Purchasers, the Company issued each Purchaser warrants to purchase Series A preferred units at an exercise price of $18.00 per unit (the “Warrants”). Initially, the Warrants were classified as non-current liabilities, recorded at fair value, and remeasured as of each reporting period with changes in fair value recognized in the consolidated statement of operations. As further discussed below, on June 23, 2025, the Company settled a portion of the Warrants liability, $3.9 million, in connection with the extinguishment of the majority of the Senior Secured Promissory Notes. Additionally, on November 19, 2025, the Company reclassified the remaining Warrants liability,$0.7 million, to stockholders’ equity following amendments to the Warrants’ agreements in connection with the Corporate Reorganization. Refer to Note 7, Fair Value Measurements, included in the Company’s Annual Report on Form 10-K for the year ended January 31, 2026, for additional information regarding the remeasurement of the Warrants prior to their reclassification.

The Senior Secured Promissory Notes contain embedded features that are required to be bifurcated and accounted for separately as a derivative liability under ASC 815. These include contingent put and contingent interest features that are 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. The Company assesses the fair value of the derivative liability at each reporting date until modification or extinguishment of the debt host’s contract. Refer to Note 6, Fair Value Measurements, for additional information regarding the Company’s recurring adjustments to the fair value of the embedded derivative liability of the Senior Secured Promissory Notes.

On June 23, 2025, the Company entered into an amended and restated note purchase agreement (“Amended NPA”) and provided Purchasers with the option to exchange their existing Senior Secured Promissory Notes for senior secured convertible notes under the Amended NPA (the “Senior Secured Convertible Notes”). In comparison to the original agreement, the Amended NPA (1) increased the aggregate principal capacity to $130.0 million dollars; (2) revised certain default covenants; (3) introduced a new mandatory conversion feature that automatically converts the Senior Secured Convertible Notes into common stock at a per share conversion price equal to the lesser of (i)80% of the public offering price of a qualified IPO or (ii) $30.00; and (4) cancelled the Warrants for all holders exchanging their Senior Secured Promissory Notes for Senior Secured Convertible Notes. Purchasers that elected not to participate in the Senior Secured Convertible Notes maintained their Warrants with no modifications to their terms. As part of the Amended NPA, all but two Purchasers participated in the exchange of Senior Secured Promissory Notes for Senior Secured Convertible Notes, exchanging$50.6 million of outstanding principal and canceling $3.9 million of Warrants. Two Warrants to acquire 199,999 Series A preferred units remained outstanding immediately following such exchange. The Company recorded the newly issued Senior Secured Convertible Notes at fair value,$58.5 million (including the embedded derivative liability), due to it exceeding the carrying amount of the exchanged Senior Secured Promissory Notes. The exchange was accounted for as a debt extinguishment in accordance with ASC 480, resulting in a net loss on extinguishment of debt of$7.5 million presented in Loss on extinguishment of debt in the condensed consolidated statement of operations, and consisted of a gain on extinguishment of Warrants and a loss related to the additional value conveyed to the Purchasers in the exchange.

On November 19, 2025, as part of the Corporate Reorganization, the outstanding Warrant agreements were amended to be exercisable for an aggregate of 199,999 shares of Class B common stock rather than Series A preferred units. As a result of this modification, the Company determined that the Warrants met the criteria for equity classification and reclassified the Warrants’ liability at its approximate fair value,$0.7 million, from liabilities to stockholders’ equity. The modification did not result in a material gain or loss upon reclassification.

During the three months ended April 30, 2026 and 2025, total interest expense related to the Senior Secured Promissory Notes was$0.5 million and$2.5 million, including$0.3 million and$1.2 million of coupon interest;$0.1 million and$0.7 million of PIK Interest; and$0.1 million and$0.6 million of amortization of debt discounts and issuance costs, respectively. The effective interest rate of the notes was 15.2% and 15.8%as of April 30, 2026 and January 31, 2026, respectively.

As of April 30, 2026, a total principal balance of$13.1 million, inclusive of PIK Interest remained outstanding to two Purchasers. As of April 30, 2026 and January 31, 2026, the fair value of the Senior Secured Promissory Notes was$12.0 million and$11.6 million, respectively. The estimated fair value, which the Company deems a Level 3 measurement, was determined by management based on an independent third-party valuation report.

Midwestern Promissory Notes

On January 3, 2025, the Company issued three promissory notes (the “Midwestern Notes”) as partial consideration for its investment in 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. 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 an additional 5.0% per annum over the rate otherwise applicable. Refer to Note 16, Related Party Transactions, for additional information.

As of April 30, 2026, the estimated fair value of the Midwestern Notes was$6.2 million. The estimated fair value of the notes, which the Company deems a Level 3 measurement, was determined based on an independent third-party valuation report. Total interest expense was immaterial for the three months ended April 30, 2026 and 2025. The weighted-average effective interest rate of the Midwestern Notes was 3.7% as of both April 30, 2026 and January 31, 2026.

Igniter Promissory Note

On August 29, 2025, the Company issued the promissory note (the “Igniter Promissory Note”) with related parties and affiliates as partial consideration for the acquisition of Creative Group, LLC and its wholly-owned subsidiaries (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 16, Related Party Transactions, for additional information. The effective interest rate of the Igniter Promissory Note was 10.4%, as of both April 30, 2026 and January 31, 2026.

As of April 30, 2026, the estimated fair value of the Igniter Promissory Note was$5.1 million. The estimated fair value of the note, which the Company deems a Level 3 measurement, was determined based on an independent third-party valuation report. Total interest expense was immaterial for the three months ended April 30, 2026.

Income Taxes

The Company’s effective tax rate for the three months ended April 30, 2026 and 2025, was 4.72% and 0.12%, respectively.

The effective tax rate for the three months ended April 30, 2026 and 2025, was primarily impacted by the following items: (i) non-taxable entities, (ii) permanent adjustments, (iii) state taxes, and (iv) the change in valuation allowance. Accordingly, a separate estimated annual effective tax rate (“AETR”) is computed and applied to ordinary losses in the applicable jurisdictions.

Equity-Based Compensation

2014 Membership Unit Option Plan

On December 15, 2014, Gloo Holdings, LLC, adopted the Membership Unit Option Plan (the “2014 Plan”), which authorized Gloo Holdings, LLC to grant options to purchase up to 15,000,000 common units of Gloo Holdings, LLC to owners, officers, eligible employees, managers, and consultants of Gloo Holdings, LLC or any entity that provides services to the Company by issuing new common units. Units subject to unexercised options that were terminated for any reason were available for reissuance. The exercise price, vesting conditions, and all other terms of the options were determined by the board of managers of the Company. The options generally expired 10 years from the date of grantand generally vested 40.0% on the second anniversary of the vesting commencement date and 20.0% on each subsequent anniversary. Options issued under the 2014 Plan were equity-classified.

Gloo Incentives, LLC Incentive Units Plan

On March 20, 2023, Gloo Holdings, LLC, established Gloo Incentives, LLC, a wholly owned subsidiary of Gloo Holdings, LLC, for the purpose of implementing an incentive equity program under which incentive awards (Profits Units) could be issued to eligible employees, directors, and consultants (collectively, “Service Providers”). Under this plan, Gloo Holdings, LLC was able to issue Profits Units directly to Service Providers and the number of Profits Units authorized for grant was equal to 7.10% of the total issued and outstanding units of the Company.

Each Profits Unit was subject to a “hurdle” rate per share, which was determined by the board of managers of Gloo Holdings, LLC at the date of grant. Profits Units shared in distributions of Gloo Holdings, LLC in accordance with the distribution hierarchy described in Note 18, Stockholders’ Equity and Members’ Deficit, included in the Company’s Annual Report on Form 10-K for the year ended January 31, 2026, for additional information, which provided that no amount could be distributed with respect to Profits Units unless and until the aggregate amount distributable was equal to the hurdle for such Profits Units. Profits Units had no expiration date and grantees retained Profits Units after their employment had terminated subject to the Company’s right to repurchase such Profits Units at their then fair market value. Prior to the Corporate Reorganization, all Profits Units were equity-classified with the exception of 3,115,000 units which were liability-classified due to grantee’s right to require the Company, following the grantee’s termination, to repurchase all or part of the units at a price equal to four times the trailing 12-month EBITDA.

In accordance with ASC 718, the fair value of equity-classified Profits Units was estimated on the date of the grant, while liability-classified Profits Units were remeasured as of each reporting period end date until settlement or expiration of the award. The fair value was estimated using a hybrid valuation approach that considered an assumed initial public offering or other liquidity outcomes, including a Probability-Weighted Expected Return Method (“PWERM”) and a Black-Scholes model, as applicable based on the form and timing of an expected future liquidity event. The PWERM is a scenario-based analysis that estimates common stock value based on the probability-weighted present value of future equity values for the Profits Units. The Black-Scholes model estimates the fair value of the Profits Units in other assumed scenarios by requiring the Company to make certain estimates and assumptions, such as the expected price volatility of the common shares or units, the period when the awards are outstanding, the risk-free rate and the expected dividends.

Employee Stock Purchase Plan

In advance of the Corporate Reorganization and the Company's IPO, the Company’s board of directors adopted the Gloo Holdings, Inc. 2025 Employee Stock Purchase Plan (the “ESPP”), which became effective on the business day immediately prior to the effective date of the registration statement for the Company’s IPO. However, no offering period or purchase period will begin unless and until otherwise determined by the Company’s board of directors.

The ESPP authorizes the issuance of 500,000 shares of the Company’s Class A common stock and includes an annual “evergreen” increase on the first day of each fiscal year beginning with the fiscal year following the fiscal year in which the first enrollment date (if any) occurs, equal to the least of (i)4,400,000 shares, (ii)3% of the outstanding shares of all classes of common stock as of the last day of the immediately preceding fiscal year, or (iii) an amount determined by the Company's board of directors.

Eligible employees will participate through payroll contributions of up to 15% of their eligible compensation, subject to plan and statutory limitations (including a 5% ownership limitation and a $25,000 annual purchase limitation). Offering periods will begin and end on dates determined by the ESPP administrator. Amounts contributed and accumulated will be used to purchase shares at the end of each six-month purchase period at a purchase price equal to 85% of the lower of the fair market value of the Company’s Class A common stock on (i) the first trading day of the offering period or (ii) the exercise date.

As of April 30, 2026, the Company has not commenced any offering period or purchase period under the ESPP, and no shares have been issued under the ESPP.

2025 Equity Incentive Plan

As part of the Corporate Reorganization and concurrent with the termination of the 2014 Plan, the Company adopted the 2025 Equity Incentive Plan (the “2025 Plan”) immediately before the effectiveness of the Company's IPO. The 2025 Plan provides for the grant of incentive stock options, nonstatutory stock options, stock appreciation rights, restricted stock units (“RSUs”), restricted stock awards (“RSAs”) and performance awards to eligible Service Providers. As further discussed below, all outstanding common unit options under the 2014 Plan were assumed and converted into options to purchase shares of the Company’s Class B common stock on a three-for-one basis on substantially the same terms (the “2014 Legacy Options”), with the exception of certain 2014 Legacy Options that were “underwater” that were repriced to have an exercise price per share equal to the initial price per share of the Company's Class A common stock upon the Company's IPO (such options, the “Repriced Options”).

The per share exercise price of options granted under the 2025 Plan must at least be equal to the fair market value of the Company’s Class A common stock on the date of grant. The term of an option may not exceedten years. With respect to any participant who owns more than 10% of the voting power of all classes of the Company’s outstanding stock, the term of an incentive stock option granted to such participant must not exceed five years and the exercise price must equal at least 110% of the fair market value on the grant date. The administrator will determine the methods of payment of the exercise price of an option, which may include cash, shares or other property acceptable to the administrator, as well as other types of consideration permitted by applicable law. After the termination of service of an employee, director, or consultant, he or she may exercise his or her option for the period of time stated in his or her option agreement. In the absence of a specified time in an award agreement, if termination is due to death or disability, the option will remain exercisable for twelve months. In all other cases, in the absence of a specified time in an award agreement, the option will remain exercisable for three months following the termination of service. An option may not be exercised later than the expiration of its term. Subject to the provisions of the 2025 Plan, the administrator determines the other terms of options. Generally, the vesting period of awards spans five years from the grant date, with 40% vesting on the second anniversary and the remaining 60% vesting equally over the next three anniversaries of thefive-year term. Holders of 2025 Plan options do not have voting rights or rights to dividends (or dividend equivalents) with respect to the underlying shares unless and until the options are exercised and shares are issued. Vesting may be accelerated in accordance with the terms of the 2025 Plan.

As of April 30, 2026, there were 17.5 million shares of Class A common stock available for equity award issuance under the 2025 Plan. The number of shares available for issuance under the 2025 Plan shall be automatically increased by (i) the number of shares subject to awards granted under the 2014 Plan that expire or otherwise terminate without having been exercised, or are withheld by the Company for payment of exercise price or for tax withholding obligations, with the maximum number of such shares to be added to the 2025 Plan equal to 4,356,272 and (ii) the lesser of (a)10,800,000 shares, (b)five percent of the total number of shares of all classes of common stock of the Company outstanding on the last day of the immediately preceding fiscal year, or (c) such number of shares determined by the board of directors no later than the last day of the immediately preceding fiscal year, with such increase under (ii) effective on the first day of each fiscal year beginning February 1, 2026.

Outside Director Compensation Policy

In connection with the adoption of the 2025 Plan, the Company adopted a compensation policy for the Company’s non-employee directors to govern cash and equity compensation for non-employee members of the Company’s board of directors (the “Outside Director Compensation Policy”). Pursuant to this policy, non-employee directors are eligible to receive equity-based compensation in the form of RSUs covering a number of shares of the Company’s Class A common stock (“Outside Director Awards”). Outside Director Awards are subject to continued service as a director and are intended to align the interests of non-employee directors with long-term stockholder value. In addition to equity compensation, non-employee directors are eligible to receive annual cash retainers of $100,000, with additional cash compensation for service as non-executive chair of the board and for service as a chair or member of board committees. Total annual compensation for each non-employee director, inclusive of both cash and equity components, may not exceed $750,000 in any fiscal year, except for the initial year of service as a non-employee director, for which the limit is $1,000,000.

Outside Director Awards are equity classified awards and are not subject to remeasurement. Grant date fair value is based on the closing market price of the Company’s Class A common stock on the grant date, and stock-based compensation expense is recognized on a straight-line basis over the requisite service period. Outside Director Awards generally vest based solely on continued service over one- or two-year service periods, with two-year awards generally vesting in equal annual installments. In the event of a change in control, all outstanding equity awards held by non-employee directors will fully vest and become nonforfeitable, including performance-based awards, if any, which will be deemed achieved at 100% of target unless otherwise provided in the applicable award agreement, provided that the eligible non-employee director continues to be a non-employee director through such date.

Options

In connection with the Corporate Reorganization and the 2025 Plan, all outstanding 2014 Legacy Options were assumed and converted on a three-for-one basis into options to purchase shares of the Company’s Class B common stock. No additional options will be granted under the 2014 Plan, and the Company shallnot grant any additional options to purchase shares of Class B common stock. Additionally, concurrent with such conversion, the board of directors approved a repricing of certain 2014 Legacy Options that were “underwater” as of the IPO date, meaning that the exercise price per share of these 2014 Legacy Options was greater than the fair market value of a share of the Company’s Class B common stock upon the Company’s IPO. Specifically, the exercise price of each Repriced Optionwas reduced from the pre-modification exercise price per share to the initial price per share of the Company’s Class A common stock upon the Company’s IPO, $8.00 per share. The repricing was accounted for as a stock option modification, and the incremental fair value of each option was determined using the Black-Scholes model, resulting in the recognition of $2.4 million of incremental compensation expense related to vested Repriced Options as of the modification date. The Company continues to recognize an additional $2.6 million of incremental compensation cost on a straight-line basis over the remaining requisite service periods of the Repriced Options.

Other than the reduction in exercise price per share for the Repriced Options, the 2014 Legacy Options retained their original rights, terms, and qualifications, including their original vesting schedules, expiration dates, and post-termination exercisability provisions. The 2014 Legacy Options generally expireten years from the original grant date and generally vest based solely on continued service, with 40% vesting on the second anniversary of the applicable vesting commencement date and 20% vesting annually thereafter for a period ofthree years. Holders of 2014 Legacy Options do not have voting rights or rights to dividends (or dividend equivalents) with respect to the underlying shares unless and until the options are exercised and shares are issued. Vesting may be accelerated in accordance with the terms of the 2014 Plan.

The grant date fair value of each option issued under both the 2014 Plan and the 2025 Plan was estimated using a Black-Scholes model. The weighted average estimated grant-date fair value of stock options granted under the 2014 Plan was $4.51 per unit during the three months ended April 30, 2025. The weighted average estimated grant-date fair value of stock options granted under the 2025 Plan was $3.37 per share for the three months ended April 30, 2026.

The options granted under the 2014 Plan and 2025 Plan are equity classified. The following table summarizes the activity during the three months ended April 30, 2026, of options granted under the 2014 Plan and 2025 Plan:

There wereno options exercised during the three months ended April 30, 2026. The total intrinsic value of the options exercised was$0.1 million and the cash received for the options was$0.1 million for the three months ended April 30, 2025. Total stock-based compensation expense related to stock options was$2.9 million and$0.7 million during the three months ended April 30, 2026 and 2025, respectively. The Company capitalized stock-based compensation costs were immaterial for the three months ended April 30, 2026 and 2025. As of April 30, 2026, there was approximately $38.3 million of unrecognized equity-based compensation related to unvested options to be expensed over a weighted average period of 3.9 years.

Restricted Stock Awards

The Company granted shares of RSAs to certain Service Providers, primarily to (i) employees of acquired businesses (“Class A RSAs”) and (ii) employees who previously held Profits Units (“Class B RSAs”) in connection with the Corporate Reorganization as described in Note 18 to the Company’s Annual Report on Form 10-K for the year ended January 31, 2026. The shares of restricted Class B common stock issued in exchange for Profits Units remain subject to the original time-based vesting conditions of the terminated Profits Units. The Company recognizes stock-based compensation expense for restricted stock awards on a straight-line basis over the requisite service period. In connection with the Corporate Reorganization, the Company issued 29,649 Class B RSAs in exchange for all Profits Units outstanding as of the Corporate Reorganization.

The following table summarizes the combined Class A and Class B restricted stock activity for the three months ended April 30, 2026:

The Company recognized$0.5 millionof stock-based compensation expense related to awards of Class A RSAs and Class B RSAs during the three months ended April 30, 2026. Remaining unamortized expense of $6.6 million is expected to be recognized over a weighted average period of 3.1 years.

Restricted Stock Units

During the year ended January 31, 2026, the Company granted 150,000 RSUs, which had a grant date fair value of $8.00 perunit, in connection with initial appointments to the board of directors, with an aggregate grant-date fair value of$1.2 million. The RSUs vest in two equal tranches upon the first and second annual stockholders’ meetings following the grant date.

The Company recognized $0.2 million of stock-based compensation expense related to RSUs during the three months ended April 30, 2026. As of April 30, 2026, all RSUs granted remained outstanding. Remaining unamortized expense of $0.8 million is expected to be recognized over a weighted average period of 1.2 years.

Stockholders’ Equity

On November 19, 2025, the Company completed a series of internal organizational transactions (the Corporate Reorga nization) pursuant to which Gloo Holdings, LLC became a wholly owned subsidiary of Gloo Holdings, Inc., a Delaware corporation. As part of these transactions, all existing common and preferred membership units of Gloo Holdings, LLC outstanding immediately prior to the consummation of such transactions were exchanged for shares of Class B common stock of Gloo Holdings, Inc. on a three-for-one basis (the “Reverse Split”) in preparation for the IPO. Following the Corporate Reorganization, the Company’s Class A common stock began trading on the Nasdaq under the symbol “GLOO.”

The Corporate Reorganization was accounted for as a transaction among entities under common control with no change to the historical basis of the Company’s assets and liabilities. Please refer to Note 18, Stockholders’ Equity and Members’ Deficit, included in the Company’s Annual Report on Form 10-K for the year ended January 31, 2026, for additional information. Unless stated otherwise, all historical unit, warrant, option, and per-unit information presented in the consolidated financial statements has been retrospectively adjusted, where applicable, to reflect the Reverse Split for all periods presented.

Common Stock

Immediately prior to the Corporate Reorganization, the certificate of incorporation of Gloo Holdings, Inc. was amended and restated to, among other things, provide for the authorization of (i)5.0 billion shares of Class A common stock, par value $0.001 per share, (ii)100.0 million shares of Class B common stock, par value $0.001 per share, and (iii)100.0 million shares of preferred stock, par value $0.001 per share.

Preferred Stock

Under the Company’s amended and restated certificate of incorporation and bylaws, the board of directors may, without further action by stockholders, issue up to 100.0 million shares of preferred stock, par value $0.001 per share, in one or more series. The board of directors may fix the designation and number of shares of each series and the rights, preferences and privileges, and the qualifications, limitations and restrictions thereof, including dividend rights and rates, conversion rights, voting rights, redemption terms, liquidation preference and sinking fund provisions. The issuance of preferred stock could, among other things, adversely affect the voting power or other rights of holders of common stock and could delay, defer or prevent a change in control. No shares of preferred stock were issued or outstanding as of April 30, 2026.

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.

Igniter Note

As discussed in Note 12, Debt, on August 29, 2025, the Company issued the Igniter Promissory Note due to the sellers in the amount of$6.6 million 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$5.7 million as of April 30, 2026, and bears interest at a fixed annual rate of 6.0%.

Midwestern Notes

As discussed in Note 12, 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. The Midwestern Notes, which are repayable at any time by the Company without penalty, totaled$9.4 million and$9.9 million as of April 30, 2026, and January 31, 2026, respectively.

Outreach Note

On November 1, 2024, the Company’s subsidiary, Outreach, entered into a line of credit agreement bearing interest at 6.0%, with an entity controlled by a member of the subsidiary’s management. On November 19, 2025, all outstanding borrowings under the line of credit were rolled into a loan agreement bearing interest at a fixed rate of 8%. As of April 30, 2026 and January 31, 2026, the unpaid principal totaled$0.8 million and$0.8 million, respectively. The outstanding balance as of April 30, 2026 matures on April 21, 2029.

Senior Secured Notes

As described in Note 12, 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 throughout the fiscal year ended January 31, 2025, each bearing interest at 8% plus a floating SOFR-based margin, with a floor of 1%, and maturing in April 2027.

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. As of April 30, 2026 and January 31, 2026, FMAB's Senior Secured Note had a carrying balance of$10.9 million and$10.8 million, respectively, inclusive of PIK Interest.

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 April 30, 2026, of the above issuances, only FMAB's Senior Secured Note and Warrants remained outstanding.

Leases

Operating lease cost related to related party leases recognized was$0.3 million and$0.3 million for the three months ended April 30, 2026 and 2025, 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 of$4.4 million and $5.1 million as of April 30, 2026 and January 31, 2026 respectively, are recognized in ROU operating lease asset in the condensed consolidated balance sheets. The current and long-term portions of the related party lease liabilities as of April 30, 2026 were$0.9 million and$3.6 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 January 31, 2026, were$1.0 million and$4.2 million, respectively, and were recognized within the current and non-current lease liability in the condensed consolidated balance sheets.

Revenue

For the three months ended April 30, 2026, and 2025, one of the Company’s subsidiaries generated revenue of$1.2 million and$0.1 million, respectively, for services rendered to YouVersion, an entity of which a member of the Company’s board of directors is also the chief executive officer.

For the three months ended April 30, 2026 and 2025, one of the Company’s subsidiaries generated revenue of$1.0 million and$0.6 million, respectively, for services provided to Come and See, an entity in which the chairman of its board is one of the subsidiary’s board members.

For the three months ended April 30, 2026 and 2025, one of the Company’s subsidiaries generated revenue of$0.2 million andnil for services provided to Foundation for Healthy Relationships, an entity in which a member of the board also serves on the board of the subsidiary.

Vendor Agreements

For the three months ended April 30, 2026 and 2025, the Company incurred expenses ofnil and$1.6 million, respectively, for strategic and executive consulting services, andnil and$1.5 million, respectively, for engineering staffing services, provided by an entity controlled by the Company’s Chief Executive Officer and accounted for as an equity method investee until its acquisition on May 31, 2025. Amounts incurred prior to the acquisition date are reflected as related-party transactions; amounts incurred during the year ended January 31, 2025, relate entirely to the pre-acquisition period. Engineering staffing services supported the development, maintenance, and enhancement of the Company’s AI platform.

Net Loss Per Share and Unit Available to Stockholders and Members of Gloo Holdings, Inc. and Gloo Holdings, LLC, respectively

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

(1)

Included in weighted average shares of Gloo Holdings, Inc are 197,663 of exchangeable shares. Refer to Note 18, Stockholders’ Equity and Members’ Deficit

included in the Company’s Annual Report on Form 10-K for the year ended January 31, 2026, for additional information.

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

Segment Reporting

The Company operates as asingle operating segment, the Gloo segment, consistent with how its Chief Operating Decision Maker (“CODM”), Chief Executive Officer, 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)

(2)

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 three months ended April 30, 2026 and 2025, no customer presented 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 April 30, 2026 and 2025.

*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.

Acquisitions

On April 12, 2026, the Company entered into an asset purchase agreement (the “Enterprisemarketdesk Agreement”) with WDMarketdesk, LLC (“Enterprisemarketdesk”) to purchase substantially all of the assets and certain liabilities of Enterprisemarketdesk (the “Enterprisemarketdesk Transaction”). On May 1, 2026, the Company closed the

Enterprisemarketdesk Transaction. Enterprisemarketdesk is a Workday Services Partner that helps organizations implement and optimize Workday through advisory and consulting services. The transaction is expected to enhance the Company’s Gloo 360 portfolio by expanding its capabilities in enterprise technology enablement, operational efficiency, and data-driven decision-making. The contractual purchase for the Enterprisemarketdesk was comprised primarily of $10.3 million of Class A common stock, $3.8 million of cash and a $3.8 million promissory note. Additionally, the sellers have the potential to earn incremental consideration up to $0.8 million based on the results Enterprisemarketdesk achieves subsequent to the Enterprisemarketdesk Transaction. Other aspects of the purchase accounting have not been finalized as of the date the financial statements were issued.

On June 7, 2026, the Company entered into an agreement to acquire the remaining 20% ofoutstanding equity interests of Midwestern (the “Midwestern II Acquisition”). The Company anticipates the consideration will consist of cash, promissory notes, and Company equity. The Midwestern II Acquisition will eliminate the Midwestern call-option liability and fully integrate Midwestern into Gloo’s operations. The transaction is expected to close in the second quarter of fiscal 2026.

Class B Common Stock Conversions

Between May 1, 2026 and May 29, 2026, holders of approximately 7.8 million shares of the Company’s Class B common stock converted those shares into an equivalent number of shares of Class A common stock on a one-for-one basis in accordance with the terms of the Company’s Amended and Restated Certificate of Incorporation. These conversions had no impact on the Company’s total consolidated financial statements or total stockholders’ equity.