Financial Analysis

"4. Business Combinations Westfall Gold Acquisition On December 15, 2025, the Company entered into an agreement and plan of merger with Westfall Group, Inc. (Westfall) pursuant to which Westfall agreed to merge with and into a subsidiary of the Company and become a wholly-owned subsidiary of the Company (the Westfall Transaction). On January 2, 2026, the Company closed the Westfall Transaction and entered into an Amended Agreement and Plan of Merger (Amended Plan of Merger) to acquire 100 % of the equity ownership of Westfall Group, Inc. (the ""Westfall Gold Acquisition""). The Company determined that it obtained control over Westfall on January 2, 2026, which is the date on which the Company transferred the consideration and obtained the power to direct the operations of Westfall. Westfall, through its subsidiaries Parable Talent, LLC and Braintrust Creative, LLC, provides consulting, event, creative, and talent services that support faith based and mission driven organizations in advancing generosity and deepening donor engagement. Westfall offers targeted consulting services including executive coaching, generosity strategy, moves management, and retreat support, along with comprehensive major donor event services that manage planning and logistics for high impact gatherings. The contractual purchase price of $ 11.4 million, which is still subject to net working capital adjustments, was adjusted to the acquisition date fair value of $ 10.2 million, with differences primari …

BusinessCombinationDisclosureTextBlock · excerpt; the full note is in the filing

14. 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 January 31, 2026 , and through the date these consolidated financial statements were issued, there were no legal proceedings requiring recognition or disclosure in the consolidated financial statements.

CommitmentsAndContingenciesDisclosureTextBlock

15. Debt The carrying value of the Companys non-current debt was as follows for the periods presented: January 31, Instrument Maturities 2026 2025 (in thousands) PPP loans $ 887 $ 952 Senior Secured Promissory Notes April 23, 2027 12,994 62,061 Midwestern Notes Varied 9,901 11,827 Visitor Reach Notes Varied 1,000 Igniter Promissory Note July 30, 2030 6,333 Other notes payable Varied 6,419 374 Total 36,534 76,214 Less: unamortized discount and issuance costs ( 1,237 ) ( 6,078 ) Less: amounts due within one year ( 5,812 ) ( 3,177 ) Total debt, non-current $ 29,485 $ 66,959 As of January 31, 2026, future principal payments for the Companys long-term debt are as follows: Year Ending January 31: (in thousands) 2027 $ 5,812 2028 16,722 2029 3,186 2030 4,264 2031 1,465 Thereafter 5,085 Total $ 36,534 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 January 31, 2026, the balance for the PPP loan continued to be reflected as a liability on the consoli dated balance sheet. The effective interest rate of the PPP loan was 0.0 %, as of January 31, 2026, and 2 …

DebtDisclosureTextBlock · excerpt; the full note is in the filing

The Companys primary revenue streams were as follows: Year Ended January 31, 2026 2025 2024 (in thousands) Subscription revenue $ 16,590 $ 6,950 $ 1,386 Marketplace revenue 14,464 14,250 728 Advertising revenue 26,154 1,673 62 Platform revenue 57,208 22,873 2,176 Platform solutions revenue 37,452 330 13,325 Other revenue 13 5,788 Total revenue $ 94,660 $ 23,216 $ 21,289 …

DisaggregationOfRevenueTableTextBlock · excerpt; the full note is in the filing

"17. 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 provided services to the Company by issuing new common units. Common 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 grant and 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 or other individuals providing services to Gloo Holdings, LLC. Under this plan, Gloo Holdings, LLC was able to issue Profits Units directly to such service providers and the number of Profits Units authorized for grant was equal to 7.10 % of …

DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock · excerpt; the full note is in the filing

"7. Fair Value Measurements The following tables present the Companys liabilities that are measured at fair value on a recurring basis and indicate the fair value hierarchy of the valuations: January 31, 2026 (in thousands) Level 1 Level 2 Level 3 Total Liabilities: Derivative liability $ $ $ 399 $ 399 MW Call Option 12,858 12,858 Total $ $ $ 13,257 $ 13,257 ` January 31, 2025 (in thousands) Level 1 Level 2 Level 3 Total Liabilities: Derivative liability $ $ $ 832 $ 832 Warrant liability 4,551 4,551 MW Call Option 8,793 8,793 Total $ $ $ 14,176 $ 14,176 In connection with the Corporate Reorganization and the conversion of the Senior Secured Convertible Notes immediately thereafter, the Company modified or settled certain previously outstanding financial instruments. Instruments that no longer met liability-classification criteria were reclassified to stockholders equity, while instruments that were settled or extinguished were derecognized. The instrument-specific effects on classification, settlement, and, where applicable, fair value measurement are described below. Warrants As further discussed in Note 15, Debt, the Company issued the Warrants to multiple investors (the ""Purchasers"") of its Senior Secured Promissory Notes to purchase Series A preferred units at $ 18.00 per unit. Prior to the Corporate Reorganization, the Warrants were classified as non-current liabilities in the consolidated balance sheets and were remeasured at fair value at each reporting date, with ch …

FairValueDisclosuresTextBlock · excerpt; the full note is in the filing

16. Income Taxes Prior to the Corporate Reorganization, the Company was treated as a partnership for U.S. Federal and most applicable state and local income tax purposes. As a partnership, the Company was not subject to U.S. Federal and certain state and local income taxes. Any taxable income or loss generated by the Company was passed through to and included in the taxable income or loss of its members. Prior to the Corporate Reorganization, the Company's wholly owned subsidiary, Outreach, Inc., was subjected to U.S. Federal and state and local income taxes. After the Corporate Reorganization, the Company is subject to U.S. Federal and state local income taxes. The following summarizes the components of income tax (benefit) expense: Year Ended January 31, 2026 2025 2024 (in thousands) Current income tax expense: Federal $ 312 $ $ State 130 Foreign 60 Total current income tax expense 502 Deferred income tax expense (benefit): Federal ( 168 ) ( 508 ) ( 81 ) State 19 ( 288 ) ( 25 ) Foreign 9 Total deferred income tax benefit ( 140 ) ( 796 ) ( 106 ) Total income tax expense (benefit) $ 362 $ ( 796 ) $ ( 106 ) The following summarizes the components of loss before provision for income taxes: Year Ended January 31, 2026 2025 2024 (in thousands) Domestic $ ( 161,381 ) $ ( 86,018 ) $ ( 48,258 ) Foreign 229 Total income before taxes $ ( 161,152 ) $ ( 86,018 ) $ ( 48,258 ) The provision for income taxes differs from the amount computed by applying the statutory federal income tax rate …

IncomeTaxDisclosureTextBlock · excerpt; the full note is in the filing

13. Leases The Company leases office facilities under non-cancellable operating lease arrangements, expiring at various dates through 2031. The Companys 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 Companys lease agreements generally do not contain any material residual value guarantees or material restrictive covenants. On February 28, 2025, as part of the Barna Acquisition, the Company acquired one lease, resulting in an operating lease liability of $ 0.2 million and a right-of-use asset of $ 0.2 million. On May 31, 2025, as part of the Midwestern Acquisition, the Company acquired four leases, resulting in operating lease liabilities of $ 1.5 million and right-of-use assets of $ 1.5 million. On July 3, 2025, as part of the Masterworks Acquisition, the Company acquired one lease, resulting in an operating lease liability of $ 0.6 million and a right-of-use asset of $ 0.6 million. Two of the facilities are leased from entities controlled by the CEO of the Company, and total lease payments for these properties totaled $ 0.2 million for each of the years ended January 31, 2026, 2025, and 2024. For information on the lease arrangements with related parties, see Note 19, Related Party Transactions. On January 2, 2024, as part of the acquisiti …

LesseeOperatingLeasesTextBlock · excerpt; the full note is in the filing

"Recently Adopted Accounti ng Pronouncements In December 2023, the FASB issued ASU 2023-09 , Income Taxes (Topic 740): Improvements to Income Tax Disclosure , requiring enhanced income tax disclosures ( ASU 2023-09 ). This ASU requires disclosure of specific categories and disaggregation of information in the rate reconciliation table. This ASU also requires disclosure of disaggregated information related to income taxes paid, income or loss from continuing operations before income tax expense or benefit disaggregated between domestic and foreign, and income tax expense or benefit from continuing operations disaggregated between federal, state, and foreign. For public entities, the requirements of this ASU are effective for annual periods beginning after December 15, 2024, with early adoption permitted. The Company adopted this standard as of February 1, 2025 , and incorporated the required disclosures in Note 16, Income taxes. Recent 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 …

NewAccountingPronouncementsPolicyPolicyTextBlock · excerpt; the full note is in the filing

19. 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 4 , Business Combinations, and Note 15 , 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 $ 6.3 million as of January 31, 2026, and bears interest at a fixed annual rate of 6.0 % . Visitor Reach Notes As discussed in Note 4, Business Combinations, and Note 15, Debt , on January 1, 2025, the Companys subsidiary, Visitor Reach, entered into a series of subordinated loan agreements totaling $ 1.0 million (t he Visitor Reach Notes) with related parties and their affiliates, including Howard Rachinski, the subsidiarys chief executive officer. Each subordinated loan bore interest at a fixed annual rate of 14.0 % and matured on December 31, 2025. During the year ended January 31, 2026, the Company paid off the remaining balance of the Visitor Reach Notes. Midwestern Notes As discussed in Note 4, Business Combinations , and Note 15 , 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 pena …

RelatedPartyTransactionsDisclosureTextBlock · excerpt; the full note is in the filing

6. 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 year ended January 31, 2026, the Company acquired contract assets of $ 2.2 million in connection with acquisitions. During the year ended January 31, 2026, $ 2.2 million of contract assets that were acquired during the period were transferred to accounts receivable. The Company did no t have any contract assets as of January 31, 2025. During the year ended January 31, 2026, the Company assumed deferred revenue liabilities of $ 7.7 million in connection with acquisitions and recognized $ 4.0 million of revenue that was included in the deferred revenue balances as of January 31, 2025. During the year ended January 31, 2025, the Company recognized $ 0.2 million of revenue that was included in deferred revenue at the beginning of the period. As of January 31, 2026 , the aggregate amount of the transaction price allocated to performance obligations that were unsatisfied or partially unsatisfied was approximately $ 18.7 million. The Company expects to recognize approximately $ 14.2 million of the remaining performance obligations as revenue over the next 12 months, which primarily relates to platform solutions performance obligations. The remaining balance of approximately $ 4.5 milli …

RevenueFromContractWithCustomerTextBlock · excerpt; the full note is in the filing

21. Segment Reporting The Company operates as a single operating segment, the Gloo segment, consistent with how its CODM, CEO , Scott Beck, reviews financial information and allocates resources. The Company primarily derives its revenue within the United States by providing a breadth of products, services and solutions to the faith-based ecosystem. The CODM uses revenue, operating expenses, and net loss as reported in the Companys cons olidated 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: Year Ended January 31, 2026 2025 2024 (in thousands) Revenue $ 94,660 $ 23,216 $ 21,289 Less: Cost of revenue (exclusive of depreciation and amortization) 71,554 19,749 6,471 Depreciation and amortization 11,163 7,714 4,685 Hosting and software 6,171 2,830 2,121 Insurance 398 185 157 Maintenance and equipment 1,011 290 193 Outside services 2,816 4,151 10,218 Payroll and benefits 62,508 31,842 27,240 Professional services 7,394 2,302 3,029 Rent and utilities 3,756 1,523 1,618 Advertising and marketing 8,162 5,201 4,028 Travel and entertain …

SegmentReportingDisclosureTextBlock · excerpt; the full note is in the filing

"2. Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation The accompanying 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 consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP). All material intercompany accounts and transactions have been eliminated in consolidation. The interests of the minority owners in less-than-wholly-owned subsidiaries are accounted for as non-controlling interests. Ownership interests in unconsolidated entities for which the Company has significant influence are accounted for using the equity method of accounting. The Company's fiscal year ends on January 31. Fiscal year 2025, fiscal year 2024, and fiscal year 2023 refer to the fiscal years ended January 31, 2026, 2025, and 2024 , respectively. Segment Information The Companys Chief Executive Officer ( CEO ) is its Chief Operating Decision Maker (CODM). The Companys CODM reviews the financial information presented on a consolidated basis for purposes of allocating resources and evaluating financial performance. Accordingly, the Company has determined that it operates in a single reportabl …

SignificantAccountingPoliciesTextBlock · excerpt; the full note is in the filing

"18. Stockholders' Equity and Members Deficit 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. in the Reverse Split in preparation for the IPO. Following the Corporate Reorganization, the Companys 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 Companys assets and liabilities. 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, an …

StockholdersEquityNoteDisclosureTextBlock · excerpt; the full note is in the filing

22. Subsequent Events The Company has identified the following subsequent events. Acquisitions On April 12 , 2026, the Company entered into an asset purchase agreement (the WDMarketdesk Agreement) to acquire the assets and certain liabilities of WDMarketdesk, LLC (WDMarketdesk). WDMarketdesk is a Workday Services Partner that helps organizations turn Workday into a true driver of efficiency and growth through advisory and consulting services. The transaction is expected to enhance the Companys Gloo 360 portfolio by expanding its capabilities in enterprise technology enablement, operational efficiency, and data-driven decision-making. As part of the transaction consideration, the Company anticipates issuing approximately 1,464,286 shares of its Class A common stock at the closing of the transaction. The transaction is expected to close during the second quarter of fiscal 2026. …

SubsequentEventsTextBlock · excerpt; the full note is in the filing

4. 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 follow ing 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 (unaudited) Three Months Ended April 30, 2026 2025 (in thousands) Revenue $ 41,530 $ 34,240 Net loss $ ( 17,051 ) $ ( 26,233 ) Pro forma information reflects adjustments that are expected to have a continuing impact on the Companys results of operations and are directly attributable to the acquisition. The unaudited supplemental pro forma information above includes a djustments 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 illust …

BusinessCombinationDisclosureTextBlock · excerpt; the full note is in the filing

11. 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.

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12. Debt The carrying value of the Companys non-current debt was as follows for the periods presented: Instrument Maturities April 30, 2026 January 31, 2026 (in thousands) PPP loans $ 870 $ 887 Senior Secured Promissory Notes April 23, 2027 13,115 12,994 Midwestern Notes Varied 9,389 9,901 Igniter Promissory Note July 30, 2030 5,748 6,333 Other notes payable Varied 5,760 6,419 Total 34,882 36,534 Less: unamortized discount and issuance costs ( 1,060 ) ( 1,237 ) Less: amounts due within one year ( 17,847 ) ( 5,812 ) Total debt, non-current $ 15,975 $ 29,485 As of April 30, 2026, future principal payments for the Companys long-term debt are as follows: Year Ending January 31: (in thousands) 2027 (remaining) $ 3,628 2028 16,935 2029 3,318 2030 4,334 2031 1,503 Thereafter 5,164 Total $ 34,882 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 en …

DebtDisclosureTextBlock · excerpt; the full note is in the filing

The Companys primary revenue streams were as follows: Three Months Ended April 30, 2026 2025 (in thousands) Subscription revenue $ 8,526 $ 3,022 Marketplace revenue 4,960 4,759 Advertising revenue 10,626 714 Platform revenue 24,112 8,495 Platform solutions revenue 17,418 3,807 Total revenue $ 41,530 $ 12,302 …

DisaggregationOfRevenueTableTextBlock · excerpt; the full note is in the filing

14. 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 grant and 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 …

DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock · excerpt; the full note is in the filing

6. Fair Value Measurements The following tables present the Companys liabilities that are measured at fair value on a recurring basis and indicate the fair value hierarchy of the valuations: April 30, 2026 (in thousands) Level 1 Level 2 Level 3 Total Liabilities: Derivative liability $ $ $ 401 $ 401 MW Call Option 12,106 12,106 Total $ $ $ 12,507 $ 12,507 ` January 31, 2026 (in thousands) Level 1 Level 2 Level 3 Total Liabilities: Derivative liability $ $ $ 399 $ 399 MW Call Option 12,858 12,858 Total $ $ $ 13,257 $ 13,257 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 f …

FairValueDisclosuresTextBlock · excerpt; the full note is in the filing

13. Income Taxes The Companys 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. …

IncomeTaxDisclosureTextBlock · excerpt; the full note is in the filing

10. Leases The Company leases office facilities under non-cancellable operating lease arrangements, expiring at various dates through 2030. The Companys 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 Companys 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: Three Months Ended April 30, 2026 2025 (in thousands) Operating lease costs $ 675 $ 315 Variable lease costs 170 55 Total lease cost $ 845 $ 370 Weighted-average remaining lease term (in years) 3.84 5.08 Weighted-average discount rate 11.26 % 11.48 % Su pplemental balance sheet information related to operating leases consisted of the following as of April 30, 2026 and January 31, 2026: April 30, 2026 January 31, 2026 (in thousands) Operating lease R …

LesseeOperatingLeasesTextBlock · excerpt; the full note is in the filing

"Recently Issued Accounti ng 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 amendme …

NewAccountingPronouncementsPolicyPolicyTextBlock · excerpt; the full note is in the filing

16. 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 Companys 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 Companys sub …

RelatedPartyTransactionsDisclosureTextBlock · excerpt; the full note is in the filing

5. 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 the three 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 th e remaining performance obligations as revenue over the next 12 months, w hich 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 b e recognized as revenue primarily over the next 24 months. These amounts represent Managements 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 …

RevenueFromContractWithCustomerTextBlock · excerpt; the full note is in the filing

18. Segment Reporting The Company operates as a single 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 Companys 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: Three Months Ended April 30, 2026 2025 (in thousands) Revenue $ 41,530 $ 12,302 Less: Cost of revenue (1) 28,101 8,874 Depreciation and amortization 3,427 2,527 Hosting and software 2,123 990 Insurance 351 50 Maintenance and equipment 323 117 Outside services ( 262 ) 1,766 Payroll and benefits 16,652 11,564 Professional services 2,508 1,695 Rent and utilities 1,063 632 Advertising and marketing 1,765 2,286 Travel and entertainment 285 793 Other operating expenses 3,935 3,085 Ot …

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"2. Summary of Significant Accounting Policies Basis of Pr esentation 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 Companys 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, 202 …

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15. 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 Companys 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 Companys assets and liabilities. Please refer to Note 18, Stockholders Equity and Members Deficit, included in the Companys 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 …

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19. 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 Companys 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 % of outstanding equity interests of Midwestern (the Midwestern II Acquisition). The Company anticipates the considera …

SubsequentEventsTextBlock · excerpt; the full note is in the filing