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. EMD Acquisition On April 12, 2026 , the Company entered into an asset purchase agreement with WDMarketdesk, LLC (EMD and the transaction, the EMD Acquisition) to purchase substantially all of the assets and assume certain liabilities of EMD. The EMD Acquisition closed on May 1, 2026. EMD is a Workday Services Partner that helps organizations implement and optimize Workday through advisory and consulting services. The acquisition is expected to enhance the Companys Gloo 360 portfolio by expanding its capabilities in enterprise technology enablement, operational efficiency, and data-driven decision-making. By helping to modernize work for customers through forward-deployed engineering and agentic AI, the Company expects to deliver better outcomes for its customers. The contractual purchase price of $ 17.3 million, which is still subject to net working capital adjustments, was adjusted to the acquisition date fair value of $ 16.8 million, with the difference pertaining to an adjustment to the closing date fair value of equity consideration. The as-adjusted purchase price consisted of the following: Estimated Fair Value (in thousands) Cash Consideration $ 3,021 Equity Consideration 9,770 Contingent Consideration 230 EMD Promissory Note 3,750 Fair value of total consideration transferred $ 16,7 …

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 July 31, 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 July 31, 2026 January 31, 2026 (in thousands) PPP loans $ 854 $ 887 Senior Secured Promissory Notes April 23, 2028 13,234 12,994 Midwestern Notes Varied 8,872 9,901 Igniter Promissory Note July 30, 2030 5,748 6,333 EMD Promissory Note April 30, 2029 3,750 Other notes payable Varied 5,836 6,419 Total 38,294 36,534 Less: unamortized discount and issuance costs ( 878 ) ( 1,237 ) Less: amounts due within one year ( 5,121 ) ( 5,812 ) Total debt, non-current $ 32,295 $ 29,485 As of July 31, 2026, future principal payments for the Companys long-term debt are as follows: Year Ending January 31: (in thousands) 2027 (remaining) $ 2,694 2028 5,243 2029 18,571 2030 5,009 2031 1,599 Thereafter 5,178 Total $ 38,294 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 July 31, 2026 , the balance for the PPP loan continued to be reflected as a liability on the condensed consolidated balance sheet. The effective interest rate of the PPP loan wa …

DebtDisclosureTextBlock · excerpt; the full note is in the filing

The Companys primary revenue streams were as follows: Three Months Ended July 31, Six Months Ended July 31, 2026 2025 2026 2025 (in thousands) Subscription revenue $ 10,989 $ 3,248 $ 19,516 $ 6,270 Marketplace revenue 2,079 2,176 7,039 6,935 Advertising revenue 10,575 3,322 21,200 4,036 Platform revenue 23,643 8,746 47,755 17,241 Platform solutions revenue 22,930 7,427 40,348 11,234 Total revenue $ 46,573 $ 16,173 $ 88,103 $ 28,475 …

DisaggregationOfRevenueTableTextBlock · excerpt; the full note is in the filing

14. Equity-Based Compensation Employee Stock Purchase Plan As of July 31, 2026, the Company has not commenced any offering period or purchase period under the Gloo Holdings, Inc. 2025 Employee Stock Purchase Plan (the ESPP), and no shares have been issued under the ESPP. 2025 Equity Incentive Plan As of July 31, 2026, there were 17.4 million shares of Class A common stock available for equity award issuance under the Gloo Holdings, Inc. 2025 Equity Incentive Plan (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 Gloo Holdings, LLC Membership Unit Option Plan (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. Options The grant date fair value of each option issued under both the 2014 Plan and the 202 …

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: July 31, 2026 (in thousands) Level 1 Level 2 Level 3 Total Liabilities: Derivative liability $ $ $ 501 $ 501 MW Call Option 12,540 12,540 Total $ $ $ 13,041 $ 13,041 ` 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 July 31, 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 July 31, 2026 and January 31, 2026. The Company recognized losses of $ 0.1 million related to the change in fair value of the derivative liabilities during both the three and six months ended July 31, 2026, which was recorded in (Gain) loss from change in fair value of financial instruments. There were no other components to the change in its fair value during the three and six months ended July 31, 2026. During the three and six months ended July 31, 2025 , the Company recognized a gain of $ 0.3 million and gain of $ 0.4 million, respectively. The Company estimated the fair val …

FairValueDisclosuresTextBlock · excerpt; the full note is in the filing

13. Income Taxes The Companys effective tax rate for the three months ended July 31, 2026 and 2025 was 2.21 % and 0.60 % , respectively. The effective tax rate for the six months ended July 31, 2026 and 2025 was 3.36 % and 0.41 % , respectively. The effective tax rate for the three and six months ended July 31, 2026, was primarily impacted by the following items: (i) permanent adjustments, (ii) state taxes, and (iii) the change in valuation allowance . The effective tax rate for the three and six months ended July 31, 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. The components of lease costs, lease term, and discount rate for operating leases are as follows for the three and six months ended July 31, 2026 and 2025: Three Months Ended July 31, Six Months Ended July 31, 2026 2025 2026 2025 (in thousands) Operating lease costs $ 228 $ 448 $ 903 $ 763 Variable lease costs 138 67 308 122 Total lease cost $ 366 $ 515 $ 1,211 $ 885 Weighted Average Remaining Lease Term 3.61 4.08 3.61 4.08 Weighted Average Discount Rate 11.27 % 11.24 % 11.27 % 11.24 % As of July 31, 2026 and January 31, 2026, the weighted average remaining lease term was 3.61 years and 4.08 years, respectively, and the weighted average discount rate was 11.27 % and 11.24 % , respectively. Su pplemental balance sheet information related to operating leases consisted of the following as of July 31, 2026 and January 31, 2026: July 31, 2026 January 31, 2026 (in thousands) Operating lease ROU assets related parties $ 4,166 $ …

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 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 Up …

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 July 31, 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 $ 8.9 million and $ 9.9 million as of July 31, 2026, and January 31, 2026, respectively. Outreach Note On November 1, 2024, the Companys subsi …

RelatedPartyTransactionsDisclosureTextBlock · excerpt; the full note is in the filing

5. Revenue As of February 1, 2026 the Company adopted ASU 2025-05, Financial InstrumentsCredit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. The Company elected the practical expedient for estimating expected credit losses on certain current accounts receivable and contract assets which allows entities to assume that the current conditions applied in determining credit loss allowances remain unchanged for the remaining life of those assets. The Company applied this guidance prospectively, and the adoption did not have a material impact on the Company's condensed consolidated financial statements. 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. The portion of deferred revenue expected to be recognized in revenue beyond one year is included in deferred revenue, net of current portion in the condensed consolidated balance sheets. The following table provides information about the balances of and changes to deferred revenue for the following periods (in thousands): For the Six Months Ended July 31, For the Three Months Ended July 31, 2026 2025 2026 2025 Deferred revenue at the end of the prior year, or at acquisition per the opening balance sheet $ 14,581 $ 3,725 $ 13,423 $ 5,223 Revenue recognized durin …

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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, assesses performance 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 provided to its CODM: Three Months Ended July 31, Six Months Ended July 31, 2026 2025 2026 2025 (in thousands) Revenue $ 46,573 $ 16,173 $ 88,103 $ 28,475 Less: Cost of revenue (1) 29,796 12,094 57,897 20,968 Depreciation and amortization 3,668 2,673 7,095 5,200 Hosting and software 2,365 1,204 4,487 2,194 Insurance 334 67 685 117 Maintenance and equipment 256 225 579 342 Outside services 342 925 80 2,691 Payroll and benefits 17,906 16,698 34,519 28,262 Professional services 1 …

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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 annual 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. The interests of the minority owners in less-than-wholly-owned subsidiaries are accounted for as no …

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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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20. Subsequent Events The Company has identified the following subsequent events. Midwestern On August 3, 2026, the Company acquired the remaining 20 % of outstanding equity interests of Midwestern (the Midwestern II Acquisition). The consideration totaled $ 6.6 million which consisted of: cash of $ 2.2 million, promissory notes of $ 3.4 million, and Company equity of $ 1.0 mi llion. In connection with the acquisition, the parties terminated the call option agreement governing the remaining equity interests, thereby terminating all rights and obligations thereunder and resulting in the derecognition of the related call-option liability. The Midwestern II Acquisition simplified the Companys ownership structure and enabled full operational, talent, and leadership integration of Midwestern. Cedarstone Holdings, LLC On August 5, 2026, the Company entered into an agreement and plan of merger (the Cedarstone Agreement) to acquire all of the outstanding equity of Cedarstone Consulting, LLC (Cedarstone), which is an integrated business services firm providing finance and development outsourcing services to nonprofit organizations. The acquisition is expected to advance the Companys applied AI strategy by delivering essential business outcomes through expertly managed financial and donor operations that enhance the Companys current product offerings. The Merger closed on August 11, 2026. Under the Cedarstone Agreement, the Company agreed to transfer 989,117 shares of Class A common st …

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