Form 8-K

8-K — Gloo Holdings, Inc.

Accession: 0001193125-26-154910

Filed: 2026-04-14

Period: 2026-04-12

CIK: 0002069785

SIC: 7374 (SERVICES-COMPUTER PROCESSING & DATA PREPARATION)

Item: Results of Operations and Financial Condition

Item: Unregistered Sales of Equity Securities

Item: Financial Statements and Exhibits

Documents

8-K — gloo-20260412.htm (Primary)

EX-99.1 (gloo-ex99_1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: gloo-20260412.htm · Sequence: 1

8-K

false000206978500020697852026-04-122026-04-12

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 12, 2026

GLOO HOLDINGS, INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware

001-42964

39-2250711

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

831 Pearl Street

Boulder, Colorado

80302

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code: (303) 381-2645

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Class A common stock, par value $0.001 per share

GLOO

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.

On April 14, 2026, Gloo Holdings, Inc. (the “Company”) issued a press release reporting its financial results for the fourth quarter and year ended January 31, 2026. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated by reference herein.

The information in Item 2.02 of this Current Report on Form 8-K, including the accompanying Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of Section 18. The information in Item 2.02 of this Current Report, including the accompanying Exhibit 99.1, shall not be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, regardless of any general incorporation language contained in such filing.

Item 3.02 Unregistered Sales of Equity Securities

On April 12, 2026 (the “Effective Date”), Gloo, LLC (“Gloo”), an indirect wholly-owned subsidiary of the Company, entered into an Asset Purchase Agreement (the “Enterprisemarketdesk Agreement”) with WDMarketdesk, LLC (“Enterprisemarketdesk”) and Alan Corbeil, as the designated representative of Enterprisemarketdesk, pursuant to which the Company has agreed to purchase substantially all of the assets and certain liabilities of Enterprisemarketdesk (the “Enterprisemarketdesk Transaction”). The Enterprisemarketdesk Transaction is expected to close in the second quarter of the Company’s 2026 fiscal year, subject to the satisfaction or waiver of customary closing conditions.

Pursuant to the Enterprisemarketdesk Agreement, the Company has agreed to issue shares of the Company’s Class A common stock at the closing of the Enterprisemarketdesk Transaction as part of the overall consideration, at a value per share equal to the volume-weighted average price (“VWAP”) of the Company’s Class A Common Stock for the 30-day period commencing 15 days prior to the Effective Date. Based on an assumed VWAP of $7.00, the Company would issue approximately 1,464,286 shares at the closing. The Company will file an amendment to this Current Report on Form 8-K to report the final number of shares issued at the closing.

The Company intends to issue the shares of Class A common stock in the Enterprisemarketdesk Transaction in reliance upon the exemptions from registration afforded by Section 4(a)(2) and Rule 506 promulgated under the Securities Act of 1933, as amended.

Forward Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts contained in this Current Report on Form 8-K may be forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “targets,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other similar expressions. Forward-looking statements contained in this Current Report on Form 8-K include, but are not limited to, statements about the Company’s pending acquisition of Enterprisemarketdesk and the number of shares to be issued in the Enterprisemarketdesk Transaction. Forward-looking statements are subject to known and unknown risks, uncertainties, assumptions and other factors. Some of these risks are described in greater detail in the Company’s Quarterly Report on Form 10-Q , filed with the Securities and Exchange Commission (the “SEC”) on December 23, 2025, and in the other documents the Company files with the SEC from time to time, including its Annual Report on Form 10-K for the year ended January 31, 2026, which the Company expects to file with the SEC on or around the date of this Current Report on Form 8-K. It is not possible for the Company’s management to predict all risks, nor can it assess the impact of all factors on the Company’s business or the extent to which any factor, or combination of factors, may cause the Company’s actual results to differ materially from those contained in any forward-looking statements the Company may make. These factors may cause the Company’s actual results, performance or achievements to differ materially and adversely from those anticipated or implied by the Company’s forward-looking statements. Furthermore, if the Company’s forward-looking statements prove to be inaccurate, the inaccuracy may be material. In light of the significant uncertainties in these forward-looking statements, you should not rely on these statements or regard these statements as a representation or warranty by the Company or any other person that the Company will achieve its objectives and plans in any specified timeframe, or at all. The Company undertakes no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit

Number

Description

99.1

Press Release dated April 14 , 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

GLOO HOLDINGS, INC

Date:

April 14, 2026

By:

/s/ Paul Seamon

Paul Seamon

Chief Financial Officer

EX-99.1

Filename: gloo-ex99_1.htm · Sequence: 2

EX-99.1

Exhibit 99.1

Gloo Holdings, Inc. Reports Fourth Quarter and Fiscal 2025 Financial Results

Achieves Q4 2025 Revenue of $33.6 million, exceeding guidance and analyst consensus

Raises fiscal year 2026 Revenue guidance to $190 million

Expects more than 30% sequential improvement in Adjusted EBITDA from Q4 25 to Q1 26

Accelerates progress toward Adjusted EBITDA profitability

BOULDER, Colorado – April 14, 2026 – Gloo Holdings, Inc. (Nasdaq: GLOO), a leading technology platform for the faith and flourishing ecosystem, today announced financial results for the quarter and year ended January 31, 2026. The company reaffirmed first quarter guidance and Adjusted EBITDA guidance and raised fiscal year 2026 revenue guidance to $190 million.

“We closed fiscal 2025 with a strong quarter that exceeded both our revenue guidance and analyst expectations. These results are particularly meaningful as they reflect our progress towards Adjusted EBITDA profitability and how AI is accelerating our momentum,” said Scott Beck, CEO of Gloo. “AI can unlock enormous possibilities for ministries, network capability providers and churches to grow their reach and impact, but only if they have access to the right tools. We believe that our focus on applied AI and bringing agentic workflows to the faith and flourishing sector uniquely positions us to capture that opportunity, while advancing our purpose of serving those who serve.”

Fourth Quarter and Fiscal 2025 Financial Highlights

•

Raised proceeds of $72.3 million, net of underwriting fees and discounts, in conjunction with the company’s initial public offering (IPO), completed in the fourth quarter of 2025. Additionally, converted $143.1 million of debt and related accrued interest amounts to equity in conjunction with the company’s IPO, significantly strengthening the company's balance sheet.

•

Total revenue for the fourth quarter was $33.6 million, representing 418% growth, compared to the prior year period, beating quarterly consensus of $31.6 million. Total revenue for fiscal 2025 was $94.7 million, representing 308% growth compared to fiscal 2024.

•

Platform revenue for the fourth quarter and fiscal 2025 totaled $20.1 million and $57.2 million, up 219% and 150%, respectively, compared to the prior year periods.

•

Platform solutions revenue for the fourth quarter and fiscal 2025 totaled $13.5 million and $37.5 million, up $13.3 million and $37.1 million, respectively compared to prior year periods.

•

Net loss of $48.6 million and $158.7 million, for the fourth quarter and fiscal 2025, respectively. This compares to net loss of $44.8 million and $85.8 million for the fourth quarter and fiscal 2024, respectively.

•

There were meaningful non-cash charges in the fourth quarter. Adjusting for these, non-GAAP net loss attributable to stockholders of Gloo Holdings, Inc. was $39.4 million for the fourth quarter of 2025. This compares to non-GAAP net loss attributable to members of Gloo Holdings, LLC of $50.4 million for the fourth quarter of 2024.

•

Adjusted EBITDA was negative $18.6 million for the fourth quarter, beating consensus estimates of negative $18.7 million. This is on the better end of the company's guidance range of negative $19.0 million to negative $18.5 million.

“Last quarter, we said we expected to end 2025 on a positive note, and our results confirm exactly that, reflecting strong execution and financial discipline. We achieved impressive year-over-year growth, and Q4 2025 revenue that exceeded both our guidance and analyst consensus, and Adjusted EBITDA at the better end of our range,” said Paul Seamon, CFO of Gloo. “Looking ahead, our Q1 2026 guidance and sequential improvement in Adjusted EBITDA keeps us firmly on track for delivering Adjusted EBITDA profitability by Q4 2026.”

Business Highlights

•

Advancing Leadership in Applied AI - Gloo is advancing leadership in applied AI by leveraging the latest innovations in agentic AI,foundational models and services from top AI companies, combining them with Gloo platform capabilities. As part of this strategy, Gloo takes on and modernizes customer technology and operations, applying agentic AI to deliver better outcomes at lower cost for customers, with strong margins and highly durable revenue streams for Gloo.

•

As co-host of the Missional AI Conference, previewed two new projects, including a faith-based adversarial evaluator as part of its FAI Initiative and a Language Integration Protocol (LIP) project to standardize AI training in new languages.

•

Published the peer-reviewed Flourishing AI Christian (FAIC) Benchmark report, outlining the methodology and research behind how AI outputs measure to a Christian worldview.

•

Launched Gloo AI Studio in March, providing a production-grade AI development platform to faith-based and mission-driven developers.

•

Strategic Acquisitions - The company continues to execute on its strategic acquisition strategy, further increasing the value and reach of the Gloo platform.

•

Announced a definitive agreement to acquire Enterprisemarketdesk (EMD), a leading Workday Services Partner that provides consulting and implementation services to small and mid-sized enterprises. This expands Gloo’s enterprise technology capabilities and strengthens the Gloo 360 value proposition as the technology infrastructure management service of choice for the faith and flourishing ecosystem.

•

Successful completion of Westfall Group acquisition, a leading platform for major donor engagement in the faith and flourishing ecosystem, expanding Gloo’s capabilities in donor development and strengthening synergies with Masterworks, which was acquired in 2025.

•

Customer Momentum - Gloo continued to close deals in the fourth quarter of fiscal 2025 at over $1 million in annual contract value. Key examples include new agreements with InterVarsity, and Jessup University.

•

Announced new strategic technology partnership with InterVarsity Christian Fellowship/USA, deploying Gloo 360 to power their enterprise technology operations. This enables InterVarsity to spend less time managing systems and more time engaging students and faculty across 700+ U.S. campuses.

•

Partnered with Jessup University to modernize its operational and technology foundation, creating the capacity to invest directly in student success initiatives while strengthening marketing, enrollment growth, and retention outcomes.

•

We also expanded our partnership with YouVersion in Brazil, establishing a co-located engineering presence alongside their Regional Hub, to strengthen cultural alignment with their team while building engineering capacity in the region.

Fiscal Year 2026 Outlook

Gloo is reaffirming revenue guidance for its first quarter to be $36 million, which represents a nearly tripling of revenue growth over the prior year period. For fiscal year 2026, Gloo is raising guidance to $190 million, which represents a more than doubling over the prior year period. Adjusted EBITDA is expected to be negative $12 million for the first quarter of 2026 which is more than 30% sequential improvement in Adjusted EBITDA from Q4 25 to Q1 26. The company continues to expect to approach Adjusted EBITDA breakeven in third quarter 2026, and remains confident in achieving Adjusted EBITDA profitability in fourth quarter 2026.

Gloo has not provided a reconciliation of its forward outlook for Adjusted EBITDA to its most directly comparable GAAP financial measure in reliance on the unreasonable efforts exception provided under Item 10(e)(1)(i)(B) of Regulation S-K. Gloo is unable to predict with reasonable certainty the amount and timing of adjustments that are used to calculate this non-GAAP financial measure, particularly related to interest expense and changes in fair value of certain financial instruments, as well as equity-based compensation and employee stock transactions and related tax effects.

Conference Call Information

Gloo will conduct a conference call with analysts and investors to discuss its fourth quarter and fiscal 2025 financial results and current financial prospects today at 5 p.m. ET. Participants may access the conference call via webcast using the Gloo Webcast link. The webcast will be recorded and available for replay. The link and recording will also be available on the Investor Relations section of the Gloo website at investors.gloo.com.

About Gloo

Gloo (Nasdaq: GLOO) is a leading technology platform serving the faith and flourishing ecosystem. Gloo helps missional organizations amplify their impact by powering their technology and expanding their reach, so that people flourish and organizations thrive. The Company’s values-aligned AI platform modernizes systems, workflows and data, while its marketing and donor solutions expand reach,

awareness and long-term giving for mission-based organizations. Based in Boulder, Colorado, Gloo serves over 140,000 faith, ministry,and nonprofit leaders.

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. All statements other than statements of historical or current fact included in this press release are forward-looking statements, including but not limited to statements regarding our growth prospects, our ability to achieve Adjusted EBITDA profitability, the impact of AI on the faith and flourishing sector and on our business and growth prospects, market share gains, our acquisition strategy and business initiatives, and our outlook for the fourth quarter and fiscal year of 2025. Forward-looking statements include statements containing words such as “expect,” “anticipate,” “believe,” “project,” “will” and similar expressions intended to identify forward-looking statements. These forward-looking statements are based on our current expectations. Forward-looking statements are subject to known and unknown risks, uncertainties, assumptions and other factors. Some of these risks are described in greater detail in our Prospectus dated November 18, 2025, filed with the Securities and Exchange Commission (the “SEC”) on November 19, 2025, and in the other documents we file with the SEC from time to time, including our Quarterly Report on Form 10-Q for the quarter ended October 31, 2025, filed with the SEC on December 23, 2025, and our annual report on Form 10-K, which we expect to file with the SEC on or around the date of this press release. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause our actual results to differ materially from those contained in any forward-looking statements we may make. These factors may cause our actual results, performance or achievements to differ materially and adversely from those anticipated or implied by our forward-looking statements. Furthermore, if our forward-looking statements prove to be inaccurate, the inaccuracy may be material. In light of the significant uncertainties in these forward-looking statements, you should not rely on these statements or regard these statements as a representation or warranty by us or any other person that we will achieve our objectives and plans in any specified timeframe, or at all. We undertake no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Non-GAAP Financial Measures

To supplement its condensed consolidated financial statements, which are prepared and presented in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), Gloo has provided in this press release and the accompanying tables the following non-GAAP financial measures: Adjusted EBITDA, non-GAAP net loss attributable to stockholders and members of Gloo Holdings Inc. and Gloo Holdings, LLC, respectively and non-GAAP net loss per unit attributable to common stockholders of Gloo Holdings, Inc. (Class A and Class B) and members of Gloo Holdings, LLC.

Gloo uses Adjusted EBITDA to evaluate its core operating performance, support planning and forecasting, and assess strategic opportunities. In addition, Gloo may use Adjusted EBITDA in its incentive compensation programs applicable to some of its employees. Accordingly, Gloo believes that Adjusted EBITDA may provide useful information to investors about its business and financial performance, enhance its overall understanding of our past performance and future prospects, and allow for greater transparency with respect to this measure used by Gloo management in their financial and operational decision making.

Adjusted EBITDA is defined as net loss adjusted to exclude (1) interest expense, (2) income tax expense (benefit), (3) depreciation and amortization, (4) equity-based compensation, (5) impairment of goodwill, (6) loss (gain) from change in fair value of financial instruments, (7) restructuring costs, (8) transaction related bonuses, (9) loss on extinguishment of debt, (10) income (loss) from equity method investments, net, (11) interest income, (12) IPO related costs, and (13) one-time employee tax credit, that are not reflective of Gloo's core operating results.

Gloo also presents non-GAAP net loss attributable to stockholders and members of Gloo Holdings, Inc. and Gloo Holdings, LLC, respectively, attributable to common stockholders of Gloo Holdings, Inc. (Class A and Class B) and members of Gloo Holdings, LLC, because it believes that these measures may similarly provide useful information to investors about its business and financial performance, enhance its overall understanding of our past performance and future prospects, and allow for greater transparency with respect to this measure used by Gloo management in their financial and operational decision making. Management also believes that these measures are commonly used by securities analysts, investors and other interested parties in the evaluation of the Company's performance.

Non-GAAP net loss attributable to stockholders and members of Gloo Holdings, Inc and Gloo Holdings, LLC, respectively, and non-GAAP net loss per unit attributable to common stockholders of Gloo Holdings Inc. (Class A and Class B) and members of Gloo Holdings, LLC, are defined as net loss attributable to common stockholders of Gloo Holdings, Inc. (Class A and Class B) and members of Gloo Holdings, LLC and net loss per unit available to members of Gloo Holdings, LLC, respectively, adjusted to exclude the impact of (1) loss (gain) from change in fair value of financial instruments, (2) loss on extinguishment of debt, (3) other non-routine items, such as IPO related costs, and (4) the income tax expense (benefit) impact of other adjustments, if any. Non-GAAP net loss per unit available to members of Gloo Holdings, LLC, basic and diluted, includes adjustments made to (U.S. GAAP) net loss attributable to stockholders and members of Gloo Holdings, Inc. and Gloo Holdings, LLC, respectively. The Company has made these non-GAAP adjustments because it believes that these charges are not reflective of its core operating results.

The non-GAAP financial measures included in this press release are not measurements of financial performance under U.S. GAAP and they should not be considered as alternatives to or substitutes for measures of performance derived in accordance with U.S. GAAP. In addition, these non-GAAP measures should not be construed as an inference that the Company’s future results will be unaffected by unusual or non-routine items. These non-GAAP measures have limitations as analytical tools, and investors should not consider such measures either in isolation or as substitutes for analyzing the Company’s results as reported under U.S. GAAP. The Company’s definitions and calculations of these non-GAAP measures are not necessarily comparable to other similarly titled measures used by other companies due to different methods of calculation. Investors are encouraged to review the most directly comparable GAAP measure and the Company's condensed consolidated financial statements and related notes included in Part II, Item 8 of the Annual

Report on Form 10-K for the year ended January 31, 2026, which Gloo expects to file with the SEC on or around the date of this press release.

Investor Relations

investor@gloo.us

Gloo Holdings, Inc.

Consolidated Balance Sheets

(unaudited)

January 31,

2026

2025

(in thousands, except share and unit data)

ASSETS

Current assets:

Cash and cash equivalents

57,307

13,592

Restricted cash

255

252

Accounts receivable, net of allowance for credit losses of $75 and $68, respectively

10,697

623

Inventory, net

1,397

1,460

Contract assets

1,259

—

Prepaid expenses and other current assets

4,689

2,388

Total current assets

75,604

18,315

Property and equipment, net

4,166

2,303

Capitalized software, net

30,078

23,578

ROU operating lease asset

8,705

3,835

Long-term investments

100

33,252

Other non-current assets

370

209

Intangible assets, net

37,283

11,431

Goodwill

107,353

27,901

Total assets

263,659

120,824

LIABILITIES, MEZZANINE EQUITY, AND STOCKHOLDERS' AND MEMBERS’ DEFICIT

Current liabilities:

Accounts payable

9,356

3,613

Accrued compensation

8,397

4,538

Accrued liabilities

6,414

3,521

Acquisition-related liabilities, current

2,056

1,350

Deferred revenue

14,581

3,725

Debt, current

5,812

3,177

Lease liabilities, current

1,925

685

Total current liabilities

48,541

20,609

Acquisition-related liabilities, non-current

1,346

100

Debt, non-current

29,485

66,959

Lease liabilities, non-current

7,076

3,095

Derivative liability

399

832

Deferred income taxes

4,353

1,911

MW Call Option

12,858

8,793

Other non-current liabilities

1,919

4,633

Total liabilities

105,977

106,932

Mezzanine Equity:

Series A Preferred Units, no par value; no units authorized, issued or outstanding, with zero liquidation preference as of January 31, 2026; and 39,250,615 authorized, 37,809,982 units issued, and 37,532,207 units outstanding, with an aggregate liquidation preference of $432.7 million as of January 31, 2025

—

351,887

Redemable NCI

3,559

—

Total mezzanine equity

3,559

351,887

Stockholders' and Members’ Equity:

Preferred stock, par value $0.001 per share, 100,000,000 shares authorized, and no shares issued or outstanding as of January 31, 2026

—

Common member units, no par value; no units authorized, issued or outstanding as of January 31, 2026; and 13,217,025 units authorized and 8,201,191 units issued and outstanding as of January 31, 2025

—

Class A, $0.001 par value, 5,000,000,000 shares authorized, and 11,405,352 issued and outstanding as of January 31, 2026

—

Class B, $0.001 par value, 100,000,000 shares authorized, 69,465,772 issued and 69,166,937 outstanding as of January 31, 2026

—

Treasury stock, at cost; 298,835 shares as of January 31, 2026; and no shares as of January 31, 2025

(3,771

)

—

Additional paid-in capital

178,619

23,591

Accumulated deficit

(40,119

)

(368,312

)

Accumulated other comprehensive income

364

—

Equity attributable to stockholders' and members’

135,174

(344,721

)

Equity attributable to noncontrolling interests

18,949

6,726

Total stockholders' and members’ equity

154,123

(337,995

)

Total liabilities, mezzanine equity, and stockholders' and members’ equity

263,659

120,824

Gloo Holdings, Inc.

Consolidated Statements of Operations

(unaudited)

Three Months Ended January 31,

Year Ended January 31,

2026

2025

2026

2025

(in thousands, except share, per share, unit, and per unit data)

Revenue:

Platform revenue

20,143

6,323

57,208

22,873

Platform solutions revenue

13,490

173

37,452

330

Other revenue

—

Total revenue

33,633

6,496

94,660

23,216

Operating expenses:

Cost of revenue (exclusive of depreciation and amortization)

25,739

5,417

71,554

19,749

Product development

6,878

3,594

23,744

13,551

Sales and marketing

12,387

6,478

36,354

22,619

General and administrative

20,538

4,784

60,016

15,098

Depreciation and amortization

3,117

2,154

11,163

7,714

Impairment of goodwill

—

27,753

—

27,753

Total operating expenses

68,659

50,180

202,831

106,484

Operating loss

(35,026

)

(43,684

)

(108,171

)

(83,268

)

Other expense (income):

Interest expense

1,954

1,884

14,347

4,738

Other income, net

(2,037

)

(150

)

(2,367

)

(687

)

Loss (gain) from change in fair value of financial instruments

13,025

(543

)

33,528

(1,301

)

Loss on extinguishment of debt

—

7,473

—

Total other expense (income), net

12,942

1,191

52,981

2,750

Net loss before income taxes

(47,968

)

(44,875

)

(161,152

)

(86,018

)

Income tax (expense) benefit

(680

)

236

(362

)

796

Income (loss) from equity method investments, net

—

(143

)

2,782

(580

)

Net loss

(48,648

)

(44,782

)

(158,732

)

(85,802

)

Less: net income (loss) attributable to noncontrolling interests

681

(113

)

(1,604

)

(113

)

Net loss attributable to stockholders and members of Gloo Holdings, Inc. and Gloo Holdings, LLC, respectively

(49,329

)

(44,669

)

(157,128

)

(85,689

)

Net loss per share attributable to common stockholders of Gloo Holdings, Inc. (Class A and Class B) and units of members of Gloo Holdings, LLC, respectively

(0.77

)

(6.14

)

(8.03

)

(13.65

)

Weighted-average common shares (Class A and Class B) of Gloo Holdings, Inc. and units of Gloo Holdings, LLC used to compute net loss per share and unit, respectively, basic and diluted

65,596,225

8,125,002

22,696,229

7,764,474

Gloo Holdings, Inc.

Consolidated Statements of Cash Flows

(unaudited)

Year Ended January 31,

2026

2025

(in thousands)

Operating activities:

Net loss

(158,732

)

(85,802

)

Adjustments to reconcile net loss attributable to common stockholders and members to net cash used in

operating activities:

Equity-based compensation expense

15,450

3,787

Depreciation and amortization

11,163

7,714

Amortization of deferred financing costs

3,249

692

Provision for expected credit losses

396

Provision for inventory write-offs

123

274

Lease expense

2,098

1,179

Deferred income taxes

(140

)

(796

)

Loss (gain) from change in fair value of financial instruments

33,528

(1,301

)

(Income) loss from equity method investments, net

(2,782

)

580

Loss on extinguishment of debt

7,473

—

Debt assumed through PIK interest

3,474

1,381

Impairment of goodwill

—

27,753

Changes in operating assets and liabilities, net of acquisitions:

Accounts receivable

(2,864

)

(236

)

Prepaid expenses and other current assets

(40

)

(1,173

)

Other non-current assets

(1,249

)

(50

)

Accounts payable

2,814

(63

)

Accrued expenses and other current liabilities

3,820

(904

)

Deferred revenue

1,611

1,571

Other non-current liabilities

109

(804

)

Net cash used in operating activities

(80,499

)

(46,134

)

Investing activities:

Purchases of property and equipment

(1,189

)

(425

)

Capitalized internal-use software costs

(12,822

)

(10,169

)

Purchases of equity method investments

—

(2,401

)

Acquisitions, net of cash acquired

(10,234

)

(1,931

)

Net cash used in investing activities

(24,245

)

(14,926

)

Financing activities:

Payments on debt

(4,316

)

(230

)

Proceeds from debt

81,925

60,680

Payments of deferred financing costs

(85

)

(87

)

Proceeds from Member Advances received, net

5,000

489

Proceeds from Series A Preferred Units issuance

817

—

Proceeds from exercise of common stock and common unit options

639

325

Proceeds from issuance of Class A common stock upon initial public offering, net of underwriting discounts and commissions and other offering costs

64,991

—

Net cash provided by financing activities

148,971

61,177

Effect of exchange rate changes on cash and cash equivalents

(509

)

—

Net increase in cash, cash equivalents and restricted cash

43,718

117

Cash, cash equivalents, and restricted cash

Beginning of period

13,844

13,727

End of period

57,562

13,844

Supplemental disclosures of cash flow information:

Cash paid for interest

4,013

3,442

Cash paid for taxes, net of refunds

167

—

Supplemental disclosure of non-cash investing and financing activity:

ROU assets obtained in acquisition

2,206

—

ROU assets obtained in exchange for new lease liabilities

1,934

—

Gloo Holdings, Inc.

GAAP to Non-GAAP Reconciliation

(unaudited)

The following tables provide a reconciliation of our non-GAAP financial measures to their most directly comparable GAAP financial measures for the periods presented:

Three Months Ended January 31,

Year Ended January 31,

2026

2025

2026

2025

(in thousands)

Net loss attributable to common stockholders and members

(49,329

)

(44,669

)

(157,128

)

(85,689

)

Net income (loss) attributable to noncontrolling interests

681

(113

)

(1,604

)

(113

)

Net loss

(48,648

)

(44,782

)

(158,732

)

(85,802

)

Adjusted to exclude:

Interest expense

1,954

1,884

14,347

4,738

Income tax expense (benefit)

680

(236

)

362

(796

)

Depreciation and amortization

3,117

2,154

11,163

7,714

Equity-based compensation

10,522

377

15,450

3,787

Impairment of goodwill

—

27,753

—

27,753

Loss (gain) from change in fair value of financial instruments

13,025

(543

)

33,528

(1,301

)

Restructuring costs

1,680

687

1,680

687

Transaction related bonuses

—

732

—

Loss on extinguishment of debt

—

7,473

—

Income (loss) from equity method investments, net

—

143

(2,782

)

580

Interest income

(713

)

(146

)

(1,023

)

(665

)

IPO related costs

1,117

—

4,738

—

One-time employee tax credit

(1,285

)

—

(1,285

)

—

Adjusted EBITDA

(18,551

)

(12,709

)

(74,349

)

(43,305

)

Three Months Ended January 31,

Year Ended January 31,

2026

2025

2026

2025

(in thousands, except share, per share, unit, and per unit data)

Net loss

(48,648

)

(44,782

)

(158,732

)

(85,802

)

Net income (loss) attributable to noncontrolling interests

681

(113

)

(1,604

)

(113

)

Net loss attributable to stockholders and members of Gloo Holdings, Inc. and Gloo Holdings, LLC, respectively

(49,329

)

(44,669

)

(157,128

)

(85,689

)

Less: Undeclared cumulative dividends on Series A Preferred Units

1,229

5,185

17,694

20,264

Less: Deemed dividend for conversion of Member Advance

—

7,400

—

Net loss available to common stockholders and members of Gloo Holdings, Inc. and Gloo Holdings, LLC, respectively, basic and diluted

(50,558

)

(49,854

)

(182,222

)

(105,953

)

Adjusted to exclude:

Loss (gain) from change in fair value of financial instruments

13,025

(543

)

33,528

(1,301

)

IPO related costs

1,117

—

4,738

—

Loss on extinguishment of debt

—

7,473

—

Income tax impact(1)

(2,970

)

—

(2,970

)

—

Non-GAAP net loss attributable to stockholders and members of Gloo Holdings, Inc. and Gloo Holdings, LLC, respectively

(39,386

)

(50,397

)

(139,453

)

(107,254

)

Weighted average number of common units outstanding, basic and diluted

65,596,225

8,125,002

22,696,229

7,764,474

Net loss per share attributable to common stockholders of Gloo Holdings, Inc. (Class A and Class B) and units of members of Gloo Holdings, LLC, respectively

(0.77

)

(6.14

)

(8.03

)

(13.65

)

Non-GAAP net loss per unit attributable to common stockholders of Gloo Holdings, Inc. (Class A and Class B) and units of members of Gloo Holdings, LLC, respectively

(0.60

)

(6.20

)

(6.14

)

(13.81

)

(1) The adjustments to net loss attributable to members of Gloo Holdings, LLC relate to accounting transactions that are exclusive to Gloo Holdings, LLC, a nontaxable entity, prior to the Corporate Reorganization. Subsequent to the Corporate Reorganization, Gloo Holdings, Inc. was subject to tax.

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 5

v3.26.1

Document And Entity Information

Apr. 12, 2026

Cover [Abstract]

Document Type

8-K

Amendment Flag

false

Document Period End Date

Apr. 12, 2026

Entity Registrant Name

GLOO HOLDINGS, INC.

Entity Central Index Key

0002069785

Entity Emerging Growth Company

true

Entity File Number

001-42964

Entity Incorporation, State or Country Code

Entity Tax Identification Number

39-2250711

Entity Address, Address Line One

831 Pearl Street

Entity Address, City or Town

Boulder

Entity Address, State or Province

Entity Address, Postal Zip Code

80302

City Area Code

(303)

Local Phone Number

381-2645

Entity Information, Former Legal or Registered Name

Not Applicable

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Entity Ex Transition Period

false

Title of 12(b) Security

Class A common stock, par value $0.001 per share

Trading Symbol

GLOO

Security Exchange Name

NASDAQ

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Cover page.

+ References

No definition available.

+ Details

Name:

dei_CoverAbstract

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

Period Type:

duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if an emerging growth company has elected not to use the extended transition period for complying with any new or revised financial accounting standards.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 7A

-Section B

-Subsection 2

+ Details

Name:

dei_EntityExTransitionPeriod

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

Former Legal or Registered Name of an entity

+ References

No definition available.

+ Details

Name:

dei_EntityInformationFormerLegalOrRegisteredName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration