Filed pursuant to Rule 424(b)(4)

Registration No. 333-290930

PROSPECTUS

9,100,000 Shares

Gloo Holdings, Inc.

Class A Common Stock

This is an initial public offering of shares of Class A common stock of Gloo Holdings, Inc. The initial public offering price is $8.00 per share.

Prior to this offering there has been no public market for our Class A common stock. We have been approved to list our Class A common stock on the Nasdaq Global Select Market (Nasdaq) under the symbol “GLOO.”

Following this offering, we will have two classes of authorized common stock, Class A common stock and Class B common stock. The rights of the holders of our Class A common stock and Class B common stock will be identical except with respect to voting and conversion rights. Each share of Class A common stock will be entitled to one vote per share. Each share of Class B common stock will be entitled to ten votes per share and will be convertible at any time into one share of Class A common stock. Immediately following the completion of this offering, Scott Beck, our co-founder, president and chief executive officer, will control 46.5% of the voting power of our outstanding capital stock.

We are an “emerging growth company” and a “smaller reporting company” as defined under the federal securities laws and, as such, have elected to comply with certain reduced disclosure requirements in this prospectus and may elect to do so in future filings with the Securities and Exchange Commission. See the sections titled “Prospectus Summary—Implications of Being an Emerging Growth Company and a Smaller Reporting Company” and “Risk Factors.”

See the section titled “Risk Factors” beginning on page 32 to read about factors you should consider before deciding to invest in shares of our Class A common stock.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

	No Exercise of Over-Allotment Option				Full Exercise of Over-Allotment Option
	Per Share		Total		Per Share		Total
Initial public offering price	$	8.00	$	72,800,000	$	8.00	$	83,720,000
Underwriting discounts and commissions(1)		0.56		5,096,000		0.56		5,860,400
Proceeds, before expenses, to Gloo Holdings, Inc.	$	7.44	$	67,704,000	$	7.44	$	77,859,600

(1)See the section titled “Underwriting” for a description of the compensation payable to the underwriters.

At our request, the underwriters have reserved up to 5% of the shares of Class A common stock offered by this prospectus for sale at the initial public offering price through a directed share program to our directors, officers, employees and their friends and family members and other persons and parties who do business with us. See the section titled “Underwriting” for additional information.

We have granted the underwriters an option to purchase up to an additional 1,365,000 shares of our Class A common stock from us at the initial public offering price, less the underwriting discounts and commissions.

The underwriters expect to deliver the shares of Class A common stock to the purchasers on or about November 20, 2025.

The date of this prospectus is November 18, 2025

Sole Book-Running Manager
Roth Capital Partners
Co-Managers
Benchmark a StoneX Company	Craig-Hallum	Lake Street	Loop Capital Markets	Texas Capital Securities

gloo Our mission is to build the leading vertical technology platform for the faith and flourishing ecosystem.

High Tech. Higher Purpose. Principles that positon our future We Shape Technology for good So you can amplify your impact with tools you trust. We Release Collective Strength So you can achieve more together than alone We Enable Ecosystem Trust So you can collaborate with greater confidence. We Serve Those Who Serve So you can do more of what you are called to do

TABLE OF CONTENTS

	Page
FOUNDER LETTER	ii
PROSPECTUS SUMMARY	2
RISK FACTORS	32
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS	65
MARKET, INDUSTRY AND OTHER DATA	67
USE OF PROCEEDS	68
DIVIDEND POLICY	69
CORPORATE REORGANIZATION	70
CAPITALIZATION	71
DILUTION	75
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION	78
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	93
BUSINESS	119
MANAGEMENT	138
EXECUTIVE COMPENSATION	147
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	162
PRINCIPAL STOCKHOLDERS	167
DESCRIPTION OF CAPITAL STOCK	170
SHARES ELIGIBLE FOR FUTURE SALE	175
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR NON‑U.S. HOLDERS OF OUR CLASS A COMMON STOCK	177
UNDERWRITING	181
LEGAL MATTERS	190
EXPERTS	190
CHANGES IN INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	190
WHERE YOU CAN FIND ADDITIONAL INFORMATION	191
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS	F-1

Through and including December 13, 2025 (the 25th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription.

Neither we nor any of the underwriters have authorized anyone to provide you with information that is different than the information contained in this prospectus and any free writing prospectus prepared by or on behalf of us or to which we have referred you. Neither we nor the underwriters take any responsibility for, and cannot provide any assurance as to the reliability of, any other information that others may give you. The information contained in this prospectus or in any applicable free writing prospectus is accurate only as of the date of this prospectus or such free writing prospectus, as applicable, regardless of the time of delivery of this prospectus or any such free writing prospectus or of any sale of the securities offered hereby. Our business, results of operations, financial condition and prospects may have changed since that date.

This prospectus is an offer to sell only the securities offered hereby and only under circumstances and in jurisdictions where it is lawful to do so. Neither we nor any of the underwriters have taken any action that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons who have come into possession of this prospectus in a jurisdiction outside the United States are required to inform themselves about and to observe any restrictions relating to this offering and the distribution of this prospectus outside of the United States.

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PROSPECTUS SUMMARY

The following summary highlights selected information that is presented in greater detail elsewhere in this prospectus. It does not contain all the information you should consider before investing in our Class A common stock. You should read this entire prospectus carefully, including the sections titled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and our consolidated financial statements and related notes included elsewhere in this prospectus, before making an investment decision. In this prospectus, unless the context requires otherwise, all references to “we,” “our,” “us,” “Gloo,” and the “Company” prior to the Corporate Reorganization refer to Gloo Holdings, LLC and its subsidiaries taken as a whole, and after the Corporate Reorganization, to Gloo Holdings, Inc. and its subsidiaries taken as a whole. Our fiscal year ends on January 31, and our fiscal years ended January 31, 2024, 2025 and 2026 are referred to herein as “fiscal 2023,” “fiscal 2024” and “fiscal 2025,” respectively.

Our Mission and Purpose

Gloo’s mission is to build the leading vertical technology platform for the faith and flourishing ecosystem, which we believe is one of the largest, oldest and least-digitized ecosystems in the world. Our purpose is to shape technology as a force for good, so people can flourish and communities can thrive. This is grounded in our belief that relationships catalyze growth, and when technology is used to serve relationships, it transforms lives.

The faith and flourishing ecosystem is vast and, we believe, a technologically underserved vertical that includes traditional Christian (primarily Protestant and Catholic) churches and a diverse network of ministries, nonprofits and service providers. According to a 2016 analysis conducted by the Interdisciplinary Journal of Research on Religion, the faith sector, including all religions of which Christianity is the largest in America, contributes approximately $1.2 trillion to the United States economy each year. According to IBISWorld, Christian organizations, which comprise our primary customer focus, accounted for 88% of the aggregate revenue of religious organizations in the United States in 2024. Although we have not undertaken an independent analysis to estimate the total addressable market for all of our current offerings or determined with precision the portion of this market that we may serve, we are confident that Gloo has substantial opportunities for continued growth. In the United States alone, the faith and flourishing ecosystem is estimated to include over 415,000 Christian organizations, comprised of over 315,000 Christian congregations according to the 2020 U.S. Religion Census by the Association of Statisticians of American Religious Bodies, as well as over 100,000 Christian nonprofit organizations according to the Cause IQ directory of nonprofits as of July 2025.

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Overview

Since our founding in 2013, we have offered a breadth of products, services and solutions to the two primary stakeholders at the core of the faith and flourishing ecosystem, network capability providers (NCPs) and the churches and frontline organizations (CFLs) they serve.

NCPs play an enabling role in the faith and flourishing vertical by equipping CFLs with products and services so CFLs can focus on their mission. These products and services include technology solutions, content, marketing services and donor services. CFLs serve as the heart of the faith and flourishing ecosystem, and include churches, ministries, nonprofits and service organizations, providing worship, educational programs, community outreach efforts and other social services support.

We have established a platform that connects NCPs and CFLs and facilitates sales of products and services between the two groups. Through our platform, CFLs gain access to curated resources and NCPs benefit from targeted distribution of their products and services to members of the ecosystem. The Gloo platform includes a suite of technology, marketplace, advertising and service solutions offered directly by us and by our wholly owned or consolidated subsidiaries, which we refer to as Gloo Capital Partners.

We generate revenue from NCPs through sales of enterprise subscriptions to outsourced technology, artificial intelligence (AI) capabilities and advertising (all of which we account for as platform revenue), as well as platform solutions. We generate platform revenue from CFLs through sales of subscriptions to communication tools, content libraries, data insights and AI capabilities, as well as through transactions on our and Gloo Capital Partners’ e-commerce marketplaces, including Outreach, Inc., our largest online marketplace.

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We launched our company by offering free tools and services to CFLs, such as messaging and texting services, curated content and access to resources, with the goal of addressing widespread communication and engagement challenges between CFLs and their constituents. This strategy allowed us to accumulate a large and diverse user base of CFLs, while also continuing to develop more products and solutions. From the outset, our focus has been to create infrastructure for the faith and flourishing ecosystem that enables greater coordination among its participants and unlocks value for both NCPs and CFLs. We believe there is significant market fragmentation in the ecosystem and, to our knowledge, no other company has aggregated a comparable breadth and diversity of churches and faith-based organizations. We believe this scale and scope positions Gloo as a unifying force in the ecosystem and creates a meaningful and durable competitive advantage.

The strength of our platform today is the result of a deliberate sequence of strategic initiatives. These are described below and include catalyzing large-scale engagement through national media campaigns, such as State of the Church, He Gets Us and Churches Care, and expanding our platform through acquisitions and investments.

In fiscal 2023, Gloo was chosen to provide technology infrastructure for He Gets Us, a large national faith-aligned media campaign. This campaign created engagement between campaign audiences and thousands of participating churches. The campaign drove significant platform adoption by churches and accounted for the majority of our fiscal 2023 revenue, helping to establish Gloo as a central connector in the faith and flourishing ecosystem.

To expand on this momentum, we acquired Outreach in fiscal 2024. According to Grips, an e-commerce research and comparison tool, Outreach is a leading business-to-business provider of church-focused products and services. The acquisition provided us with one of the largest faith-based e-commerce marketplaces in the world, added thousands of CFLs to our platform and accounted for 87.8% of total revenue in fiscal 2024.

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Together, the He Gets Us campaign and our Outreach acquisition significantly increased the scale and reach of our platform, bringing tens of thousands of new CFLs to the platform. Beginning in the first quarter of fiscal 2025, we further diversified our revenue by adding new offerings to our platform, including advertising and enterprise-level solutions, now driven by Gloo360, our technology, data and consulting services offered to larger faith and flourishing organizations through enterprise subscriptions. For the six months ended July 31, 2024, we generated the majority of our revenue from sales of products and services through Outreach, and for the six months ended July 31, 2025, one third of our revenue was generated from Outreach.

We have scaled our platform through a combination of product innovation, customer growth and product suite penetration, as well as targeted acquisitions and investments in several NCPs with complementary technologies, products and customer relationships. Looking ahead, we are focused on growing our platform across subscriptions, advertising, marketplace transactions and NCP platform solutions. We are actively investing in and growing the Gloo Media Network, which provides marketing and advertising services to and through NCPs. In parallel, we are developing Gloo AI, our proprietary AI infrastructure designed to enable new applications for engagement, data insights and content creation to serve NCPs, publishers, content creators, denominations, donor platforms and developers. We also expect to continue to pursue strategic acquisitions and investments that expand platform capabilities, deepen integration across ecosystem participants and solidify our position as a trusted, unifying platform for the faith and flourishing ecosystem.

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The Faith and Flourishing Ecosystem

The faith and flourishing ecosystem constitutes a large and expanding cornerstone of our country. It encompasses all religions and is estimated to contribute over $1.2 trillion annually to the U.S. economy in 2016 and to include over 450,000 organizations in the United States. According to research conducted by IBISWorld, in the United States, the religious organizations sector employed approximately 1.7 million people in 2024 and is forecasted to increase to approximately two million by 2029. The ecosystem is not limited to churches; it also includes ministries, service organizations, educational institutions, health providers, nonprofits and other values-aligned organizations.

•According to two separate studies conducted by Barna Group, a Gloo Capital Partner, and Pew Research Center across 2023 and 2024, more than 60% of Americans identify as Christian.

•Christian congregations range in size and structure, from large megachurches to small community gatherings, often affiliated with denominations and networks. According to the 2020 U.S. Religion Census, more than 315,000 Christian congregations operate across the country.

•Religious participation remains a cornerstone of American life, bolstered by a culture of charitable giving. According to Pew Research Center, 33% of Americans attend a religious service monthly, making worship one of the most regular and widespread social gatherings in the country.

•According to 2025 Kentley Insights, from 2019 through 2023, religious organization revenue for all religions combined grew at a compound annual growth rate of 8.6% per year in the United States. This growth rate outpaced the 6.2% average for service industries in the same time period and ranked religious organizations in the top 20% of all service industries.

•The growth rate is estimated to be 6.6% in 2024 and forecasted at 4.9% in 2025. According to 2025 Kentley Insights, faith-based organizations of all religions generated over $245 billion in revenue in 2024.

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The importance of faith in American life extends across generations:

•Younger generations are increasingly stepping into philanthropic roles. According to a Giving USA Special Report from 2024, Millennials and Gen Z, often presumed to be less religiously affiliated, are showing renewed engagement.

•According to the same report, Gen Z donors more than doubled their giving to faith-based organizations between 2021 and 2024, while Millennials reported a 57% increase in donations to places of worship in the same time period.

•According to Barna, weekly church attendance is the strongest among Millennials, with nearly 40% reporting regular worship attendance as of 2022, suggesting a generational renewal in the faith landscape.

Religious organizations also play a pivotal role in broader philanthropic and social service landscapes. Faith-based entities operate a substantial portion of the nation’s hospitals and educational institutions and have historically been major recipients of federal grants for social services.

Human Flourishing

The faith and flourishing ecosystem is far broader than churches alone. It includes a diverse set of for-profit and nonprofit organizations that help humans flourish across seven essential areas of life: spirituality, relationships, purpose, finances, health, character and contentment.

We define human flourishing as holistic well-being in these seven dimensions, a definition rooted in scripture, philosophy and psychological research. We believe that the rapid evolution of AI and other new technologies has the potential to either accelerate or undermine human flourishing. Gloo exists to help ensure that technology is shaped as a force for good. Our product development is informed by the ongoing Global Flourishing Study, a collaboration between Harvard, Baylor and Gallup, based on data from over 200,000 people across 22 countries.

Our platform serves organizations that specialize across the seven dimensions of the Global Flourishing Study framework, which are:

•Spirituality: churches, ministries, Christian universities, seminaries

•Relationships: counseling centers, parenting and marriage resources, community outreach organizations

•Purpose: vocational training, community development, philanthropic networks

•Finances: nonprofit lending, values-aligned insurance, human resources and retirement plans

•Health: addiction recovery, mental health, wellness services, anti-trafficking organizations

•Character: values-aligned content including faith-based films and digital media

•Contentment: assessment tools, values-aligned publishers, wellness apps

Our platform connects and equips thousands of human flourishing organizations representing these dimensions, empowering them to serve millions of people within what we believe is one of the most resilient and purpose-driven verticals in the modern economy.

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The Gloo Platform

Our platform is built on four revenue streams: subscriptions, advertising and marketing, marketplace offerings and platform solutions. Gloo AI is increasingly integrated with our solutions, which we are designing to work seamlessly together to enable data exchange, machine learning, large language models, content licensing, content delivery and services to flow across the faith and flourishing ecosystem. Several of our existing products are AI-native tools and agents that incorporate AI from the beginning of their lifecycle, however, some of our Gloo Capital Partners are still early in their AI adoption with AI powering a small but growing number of their current products and services.

Subscriptions

We offer free, premium and enterprise subscription-based software and solutions to NCPs and CFLs. These offerings represent the foundational layer of the Gloo platform, enabling NCPs and CFLs to communicate, organize and operate more effectively. Our subscription offerings generate revenue through monthly and annual subscription agreements. For the six months ended July 31, 2025, approximately 70% of our revenue was recurring and re-occurring. Recurring revenue is derived from monthly or annual subscriptions and ongoing contracts, and accounted for approximately 44% of our total revenue for the six months ended July 31, 2025. Re-occurring revenue is derived from repeat customer purchases, most often of digital and physical products from Outreach, and accounted for more than 20% of our total revenue for the six months ended July 31, 2025.

Gloo Workspace

Gloo Workspace is a single, online entry point for resources designed to help a pastor or ministry leader lead, grow and operate his or her church or ministry, including content and insights, communications, tools, data insights and an e-commerce marketplace. Gloo Workspace offers proprietary AI-powered products for CFLs to understand and engage with the people they serve and their communities. Through Gloo Workspace, registered users can access our free communications product, which enables automated SMS text and email outreach. Paying users can subscribe to Gloo+, a premium subscription that includes tools that we and Gloo Capital Partners have developed for enhanced engagement, sermon preparation, generative AI content creation and audience analytics. Gloo+ is designed to provide a comprehensive view of community needs, presenting patterns and trends benchmarked against peer organizations. Gloo+ also provides discounted subscriptions to our full suite of software products. Registered users can also subscribe to these products individually through Gloo Workspace or through the websites of our Gloo Capital Partners.

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The suite of software products and licenses that we offer to CFLs include:

Gloo360

Gloo360 launched in the first quarter of fiscal 2025 and provides NCPs with subscription-based enterprise technology, data and consulting to support growth and operations. Through annual subscriptions, Gloo360 provides a comprehensive suite of solutions that includes cloud services and managed information technology (IT), cybersecurity and data protection, business intelligence and strategic consulting, custom software and digital solutions, helpdesk support, project management and e-commerce infrastructure.

Our IT systems and customer-facing services are delivered through a combination of in-house and third-party infrastructure. More specifically, Gloo360 maintains proprietary software and workflow tools that are hosted on third-party cloud service providers, including Amazon Web Services. These third-party providers furnish the underlying compute, storage and networking resources, while Gloo360 configures, manages and integrates these environments to deliver secure, scalable solutions to our customers. In addition, we deliver technology development and infrastructure services through our Gloo Capital Partners, Servant.io and Midwestern Interactive (Midwestern).

As part of Gloo360, we also provide ongoing management and administration of customer IT systems that are themselves third-party products, such as Salesforce, Microsoft Office 365 and other enterprise applications. In these cases, Gloo360 acts as the managed service provider, configuring, customizing, securing and supporting such systems on behalf of its customers, while the underlying software and infrastructure remain licensed from and operated by the third-party vendors.

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Advertising and Marketing

Gloo Media Network

Gloo Media Network is our suite of advertising technologies, marketing technologies and services. In fiscal 2024, we generated advertising revenue by selling advertising placements across Gloo-owned and -managed media properties. We are expanding this effort by further developing these offerings to help our customers engage donors. Gloo Media Network enables advertisers to reach and engage values-aligned audiences through targeted, data-informed advertising on Gloo-owned and -managed media properties. We believe Gloo Media Network will position us to become a leading media network for the faith and flourishing ecosystem.

Advertising placements on our platform, Outreach and other Gloo Capital Partner websites are offered through both audience-based and cost-per-click models. In addition, we expect Gloo Media Network will deliver full-service marketing capabilities, including creative services, campaign strategy and audience targeting.

We acquired Masterworks, Inc., a full-service marketing technology and donor engagement agency dedicated to values-aligned nonprofits and ministries, in the second quarter of fiscal 2025. We believe Masterworks will be a foundational part of the Gloo Media Network because Masterworks brings a deep technology stack and expertise in donor engagement, creative development and digital and physical marketing capabilities to our platform. Masterworks’ offerings are supported by its robust analytics and predictive modeling, which we believe will enhance campaign performance, expand distribution across the Gloo Media Network and drive both advertising revenue and marketing services growth.

Outreach

The Outreach portfolio of online brands also produces and curates ministry-specific content and resources that drive traffic by CFL leaders and generate advertising revenue. These brands include the following:

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Marketplace

We operate e-commerce marketplaces that enable CFLs to discover and purchase a combination of free and paid, physical and digital products, including curriculums, marketing collateral and church supplies from a select group of NCPs that serve the needs of the faith and flourishing ecosystem. Customers can access the marketplaces through Outreach and directly from Gloo Workspace.

Outreach brings many longstanding customer relationships allowing for targeted go-to-market CFL products, services and campaigns that increase product visibility and accelerate adoption. By leveraging this well-established brand, we are able to drive revenue. Sales through Outreach accounted for 98.3% and 96.4% of our marketplace revenue in fiscal 2024 and for the six months ended July 31, 2025, respectively. Revenue is generated through recurring, re-occurring and one-time marketplace purchases of physical and digital products.

Platform Solutions

We deliver enterprise-level infrastructure and technology development services to NCPs, enabling their digital transformation. Our current and paying customers, to whom we provide full-service technology development, include some of the faith and flourishing ecosystem’s most well-known brands, including YouVersion (a Bible app) and Come and See Foundation (The Chosen TV series). Our current infrastructure and technology development services are delivered primarily through two Gloo Capital Partners, Servant.io and Midwestern, which also provide technology development for Gloo’s internal engineering teams. Platform solutions generate revenue through monthly and annual contracts with NCPs seeking scalable infrastructure, operational leverage and long-term strategic alignment.

Servant.io and Midwestern are digital and technology consultancies that offer specialized expertise in the faith and flourishing ecosystem, providing growth strategy, workflow automation and product development by leveraging the Gloo platform. Our teams bring deep experience in working with ministries and nonprofits, delivering services such as web and application design, product design and embedded talent solutions. These capabilities help customers scale digital experiences, maintain and modernize technology infrastructure and accelerate delivery.

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Our Growth Drivers

Our platform is built to capitalize on powerful network flywheel effects created through the addition of more NCPs, CFLs and their offerings to our platform, as illustrated below.

•More NCPs Join the Platform: Gloo attracts mission-aligned NCPs onto our platform.

•Creates More Subscription and Marketplace Offerings: More NCPs joining the platform leads to more technology and marketplace offerings on our platform.

•Activates More CFLs and Platform Frequency: As offerings grow, more CFLs engage with the platform, increasing adoption, daily usage and purchasing.

•More Data and Content: With increased scale of CFLs, Gloo advances proprietary AI capabilities.

•Provides More Value to NCPs and CFLs and Generates Diversified Revenue Streams: The entire ecosystem drives subscription, advertising, marketplace and platform solutions revenue.

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This flywheel is accelerated by our four core growth drivers:

•Acquisitions and Investments: We expect acquisitions and investments to be the primary driver of our revenue growth. We focus on strategic acquisitions of, and investments in, NCPs to further expand the capabilities and users on our platform. However, we do not currently intend to use the proceeds from this offering for any specific acquisition or investment.

•Enterprise Sales: Our enterprise sales team focuses on sales of Gloo360, sales of advertising and platform solutions to NCPs and adding NCP offerings to our platform.

•Digital Growth: Our digital growth team focuses on adding CFLs to our platform through digital-led marketing and lead generation, accelerating flywheel effects.

•AI Transformation: We are developing easy-to-deploy AI capabilities for CFLs and NCPs that are designed to streamline operations, enhance content creation and improve community engagement.

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Acquisitions and Investments

Gloo Capital Partners refers to the portfolio of organizations that we have acquired or in which we hold a consolidating interest to expand the breadth, depth and value of our platform. These mission-aligned businesses represent core strategic assets that expand our capabilities across media, content, software and services. By integrating these businesses into our platform and go-to-market infrastructure, we seek to enhance product offerings, deepen network engagement and drive scalable impact across the faith and flourishing ecosystem.

Through July 31, 2025, we have acquired a full or consolidating interest in more than 15 mission-aligned Gloo Capital Partners that develop and sell products through online marketplaces or provide software and solutions to the faith and flourishing ecosystem, through transactions that qualified as either business combinations or asset acquisitions. Revenue generated by Gloo Capital Partners accounted for a substantial percentage of our revenue in fiscal 2024 and for the six months ended July 31, 2025, which we believe is indicative of the critical role of Gloo Capital Partners in our platform expansion and value creation.

Enterprise Sales

NCPs are an integral part of our business, delivering their offerings to CFLs through our platform while also purchasing platform capabilities and services to power their own operations. Through our enterprise NCP sales model, we engage directly with NCPs to provide access to our technology and advertising services, Gloo360 technology services and platform solutions. Our approach is designed to fuel platform expansion by onboarding new offerings and driving sustained customer growth.

Additionally, we intend to offer Gloo Impact, which is a product in beta that we are designing to enhance philanthropic outreach and charitable contributions by visualizing real time impact through AI generated data dashboards, escrow-like fund management and capital deployment based on verified milestones of ministry outcome. This potential growth driver holds money in escrow within a donor impact fund, distributes that money to qualified NCPs or CFLs based on verifying milestone achievement and visualizes the outcomes with a real-time impact dashboard.

Digital Growth

Our self-service onboarding gives users access to Gloo Workspace and is designed to empower churches to independently access both free and premium tools, driving scalable, organic adoption across the platform. With platform adoption growing to over 140,000 churches and ministry leaders as of July 31, 2025, up from 74,000 as of January 31, 2024, we offer a ready-made distribution channel for NCPs and a powerful engine for potential reach, engagement and recurring revenue.

AI Transformation

We are developing vertical-specific, values-aligned AI designed to serve the unique needs of the faith and flourishing ecosystem. Our AI approach is primarily developed by us but accelerated through third-party, open-source foundation models. For example, our data engine, ingestion, enrichment and other business logic and domain-specific fine-tuning are all internally developed and proprietary, while many of our conversational and generative AI features and APIs are underpinned by third-party and open-source base models.

Strategic Areas of AI Development

Our strategy is to lead AI deployments in three important areas:

•Values-Aligned AI – AI designed to help humans flourish in all areas of life based on flourishing principles, rather than optimizing for engagement metrics that may harm mental health.

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•Language and Voice AI – World-class translation and voice technology that serves a large number of languages and prioritizes underserved populations where AI is not yet available in their language. We expect this to be further enhanced after our pending acquisition of XRI Global, a leading provider of AI-driven language and translation technologies for the faith and flourishing ecosystem.

•AI Licensing – Facilitating the exchange that gives AI companies and developers ethical access to high-quality content with fair compensation models for publishers and creators.

AI Product Maturity Framework

In our suite of products and services, we distinguish between three stages of AI maturity: AI-native, AI-enhanced or early AI-adoption and non-AI enhanced. This framework helps illustrate where AI is embedded from inception and where it is being incrementally integrated.

AI-Native Products and Services

These are architected with AI at their core, leveraging our proprietary multi-agent orchestration, data engine and licensing infrastructure:

•Gloo AI Chat – Our flagship conversational AI tool, providing multimodal values-aligned experiences grounded in spiritual wisdom, ethical guidance and practical life support. Architected with retrieval-augmented generation (RAG) pipelines, profile- and memory-aware inference and rights-aware sourcing, Gloo AI Chat serves business-to-business teams, enterprises and white-label deployments. It is currently in beta and is expected to launch this fall.

•Gloo AI Data Engine – A proprietary enrichment and retrieval service that transforms raw content, including books, sermons, transcripts and media, into structured, AI-optimized knowledge bases. Through ingestion, tagging, indexing and enrichment pipelines, it produces transcripts, metadata, embeddings and derivative assets optimized for semantic retrieval and integration into AI tools.

•Gloo AI APIs – Developer-facing services for enrichment, retrieval, inference and orchestration. These include:

oData Engine Service API – enabling ingestion and enrichment of content.

oSearch API – hybrid semantic and symbolic search across theological, scriptural and flourishing categories.

oCompletions API – orchestrated inference routed through expert models and tool agents.

oChat API – retrieval-augmented conversational output with citations and values alignment.

•Gloo AI Licensing Platform – A transparent digital rights management and licensing infrastructure that enables ethical access to content for AI training and inference. It embeds enforceable licensing terms, attribution and automated royalty distribution, giving publishers and creators control and revenue while allowing developers to safely integrate licensed content.

•Church.Tech – Soon to be integrated into Gloo Workspace, an AI-native platform for ministry operations that acts as a content studio for churches. Designed from inception as an AI-first product, it enables pastors and ministry leaders to generate, adapt and distribute content using values-aligned generative AI.

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AI-Enhanced or Early AI-Adoption

These are established products where AI features are being introduced to augment existing workflows:

•Gloo Workspace – A comprehensive platform for pastors and ministry leaders that incorporates AI to support communications, sermon preparation, community engagement insights, generative content and outcome measurement. It also offers Gloo+, a subscription tier with enhanced engagement and analytics tools.

•Gloo360 – Enterprise services that leverage AI for managed operations, advanced analytics, agentic workflows, recommendation systems and custom enterprise builds for faith-based organizations.

•Visitor Reach – A product embedding AI to optimize outreach strategies and improve church visitor engagement.

•Carey Nieuwhof Platform – Experimenting with AI-powered content generation, personalization and recommendation features for ministry and leadership resources.

•Igniter Media – Integrating AI into its creative content platform to enhance media discovery, automate tagging and recommendations, and provide churches with generative tools for producing and customizing visual and video assets.

For these products, AI is not yet the foundational architecture, as is the case for the majority of software products today, but rather a growing set of enhancements layered onto proven products. Over time, many of these offerings are expected to evolve toward AI-native states.

Proprietary, Open Source, Licensed and Frontier AI

All of our AI products rely on a hybrid approach:

•Proprietary AI – Gloo-developed orchestration, domain-specific fine-tuning, RAG pipelines, alignment and safety layers, licensing enforcement and data enrichment systems. These represent the core of our proprietary AI.

•Open Source AI – We are model-agnostic and accelerate development through widely adopted open-source large language models, such as LLaMA, Qwen and DeepSeek, which we fine-tune and RAG-enhance using our proprietary methods.

•Licensed AI – Where beneficial, we incorporate licensed AI frameworks, such as LangChain, Open Meter and Weaviate, or specialized APIs to complement our proprietary AI.

•Frontier AI –We use major frontier AI technologies from providers such as OpenAI, Anthropic and Google to provide values-aligned AI capabilities to the faith and flourishing ecosystem, but we are not substantially dependent on any single frontier LLM provider. We are selectively modest on the use of these technologies.

Our hybrid approach to AI allows us to benefit from global advances in open-source and frontier AI while maintaining differentiation through our proprietary orchestration, datasets and alignment layers.

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Datasets and Training Sources

Our AI products are differentiated by one of the largest vertically aligned datasets for faith and flourishing, covering books, sermons, media and academic content. Our models and applications are trained and grounded on a combination of:

•Internal Datasets – Gloo and Gloo Capital Partner-owned content ingested and enriched by the Gloo AI data engine.

•Licensed Datasets – Subset of faith-based publishers, ministries and creators who have licensed their content managed by the Gloo AI licensing platform.

•Public Datasets – Responsibly sourced open content that complements proprietary and licensed corpora.

•Synthetic Datasets – AI-generated content and datasets produced through proprietary approaches.

All datasets are peer-reviewed by theological and domain experts to ensure accuracy, alignment and trustworthiness.

Ecosystem and Partnerships

Beyond our internal products, Gloo AI is integrated into Gloo Capital Partner offerings. We are also seeing strong traction with developers, publishers and next-generation content providers. We are in active discussions with several leading faith-based technology platforms to power new audio, language and conversational capabilities through Gloo AI. We believe these potential partnerships will accelerate adoption of Gloo AI across the global faith ecosystem.

Our Competitive Strengths

Connecting what we believe to be one of the largest ecosystems in humanity requires a diverse set of skills and strengths. We believe our competitive strengths include:

•Connecting a Large, Diverse and Fragmented Faith and Flourishing Ecosystem – With over 140,000 churches and ministry leaders and over 3,000 active NCPs on our platform as of July 31, 2025, we believe we have built a trusted digital environment at scale in the faith and flourishing ecosystem. To our knowledge, no other company has aggregated a comparable breadth and diversity of ecosystem participants.

•Differentiated Access to Ecosystem Relationships – We believe our ability to convene the ecosystem is a core differentiator. This is rooted in our extensive relational capital, cultivated through over ten years of trust-building and delivering value to the ecosystem. We facilitate dialogues that lead to actionable solutions and strengthened partnerships, contributing to current and future customers, as well as Gloo Capital Partner acquisitions and investments.

•Developing AI for the Faith and Flourishing Ecosystem – As a pioneer in leveraging AI specifically for the faith and flourishing ecosystem, we believe Gloo is positioned to unite stakeholders (including publishers, developers and consumers) around the transformative potential of AI and to further expand our revenue models. We are uniting AI experts, theologians and ministry leaders in co-creating solutions that are designed to be ethical, effective and aligned with the values of human flourishing.

•Demonstrated Strategic Vision and Execution – As of July 31, 2025, we have executed more than 15 strategic investments and acquisitions across key segments of the faith and flourishing ecosystem, integrating high-value NCPs with proprietary products, strong customer relationships and established market presence.

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•Experienced Board and Management Team – We are led by what we believe is a world-class board and executive team with deep expertise in both technology and the markets in which we operate. The team brings a proven track record in building scalable platforms, driving digital transformation, and forging high-impact partnerships. Scott Beck, our co-founder, president and chief executive officer, is a veteran entrepreneur with over 40 years of experience in scaling businesses such as Blockbuster and Home Advisor. Pat Gelsinger, our executive chair and head of technology, brings more than 45 years of technology leadership, including his most recent role as chief executive officer of Intel. They are joined by seasoned leaders with experience from Meta, YouVersion, McKinsey, Christianity Today and Hobby Lobby, forming a strongly qualified team to execute our growth strategy and scale Gloo’s impact across the faith and flourishing ecosystem.

Risk Factors Summary

Our business is subject to numerous risks and uncertainties, including those highlighted in the section titled “Risk Factors” immediately following this prospectus summary. The following is a summary of the principal risks we face:

•We have limited operating history and experience with scaling our platform, which makes it difficult to evaluate our business and prospects and forecast our future results.

•Our recent growth may not be sustainable or indicative of future performance.

•We have a history of net losses and may not achieve profitability in the future.

•There is no assurance that we will be able to continue as a going concern without achieving profitable operations or raising additional capital through potential equity or debt financing transactions, which we may not be able to obtain on favorable terms or at all.

•If we fail to acquire new customers or the faith and flourishing ecosystem does not develop as we anticipate, our sales will not grow as quickly as expected, or at all, and our business, financial condition and results of operations will be harmed.

•If we fail to retain our customers, or our customers do not renew or extend their subscriptions or other contracts, or renew or extend on less favorable terms, our revenue may decline or grow less quickly than anticipated, which would harm our business, financial condition and results of operations.

•A decrease in charitable donations or other external funding of our customers and potential customers may result in reduced demand for our platform offerings, which could adversely affect our business, results of operations, financial condition and prospects.

•Failure to effectively develop and expand our sales and marketing capabilities, including reliance on product-led sales efforts, could harm our ability to increase our customer base and achieve broader market acceptance and utilization of our platform.

•We are subject to certain risks as a mission-driven company.

•We depend on Mr. Beck and our senior management team to operate our business, and the loss of one or more of them could adversely affect our business.

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•If we do not continue to innovate and further develop our platform offerings, if our platform developments do not perform as anticipated or if we are not able to keep pace with technological developments, we may not remain competitive, and our business, results of operations, financial condition and prospects could be adversely affected.

•If we fail to develop, maintain and enhance our brand and reputation cost-effectively, our business, financial condition and results of operations could be adversely affected.

•The markets in which we participate are competitive, and if we do not compete effectively, our business, financial condition and results of operations could be harmed.

•We may require additional capital to support the growth of our business, and this capital might not be available on favorable terms or at all.

•Revenues and profits generated through our acquisitions and investments may be less than anticipated, and we may fail to uncover all acquired liabilities that could result in unanticipated costs, losses, declines in profits and potential impairment charges, and for which we may not be indemnified in full.

•If we are unable to identify attractive acquisition or investment targets, acquire or invest in them at attractive prices or successfully integrate their operations or otherwise realize their anticipated benefits, we may be unsuccessful in growing our business.

•Sellers in our acquisition of Visitor Reach and investment in Midwestern have repurchase rights during specified periods, and any exercise of such rights could adversely affect our business, financial condition and results of operations. The existence of the repurchase rights may increase the likelihood of impairment charge, complicate the overall integration process and decrease the benefits potentially realizable from investment synergies.

•Interruptions or performance problems associated with our platform and the technology we use might harm our business, financial condition and results of operations.

•We are developing new AI platform offerings and incorporating AI-technology into certain of our platform offerings, which may result in operational, financial and reputational harm and other adverse consequences to our business.

•Our business is subject to complex and evolving laws, regulations and industry standards, and unfavorable interpretations of, or changes in, or our actual and perceived failure to comply with these laws, regulations and industry standards could substantially harm our business and results of operations.

•We identified material weaknesses in our internal control over financial reporting in connection with the preparation and audit of our financial statements for the fiscal years ended January 31, 2024 and 2025, and we may identify additional material weaknesses in the future that may cause us to fail to meet our reporting obligations or result in material misstatements of our financial statements. If we fail to remediate existing material weaknesses, identify additional material weaknesses or fail to establish and maintain effective internal control over financial reporting, our ability to accurately and timely report our financial results could be adversely affected.

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•After this offering, you will own single-vote-per-share Class A common stock while our co-founder, president and chief executive officer, Mr. Beck, and his affiliates will own shares of our ten-votes-per-share Class B common stock. Accordingly, Mr. Beck will control a significant portion of the voting power of our outstanding capital stock and your ability to influence or direct the outcome of key corporate actions and transactions, including a change in control, will be limited.

•Our quarterly results might fluctuate and if we fail to meet the expectations of analysts or investors, our stock price and the value of your investment could decline substantially.

Our Risk Factors are not guarantees that no such conditions exist as of the date of this prospectus and should not be interpreted as an affirmative statement that such risks or conditions have not materialized, in whole or in part.

Channels for Disclosure of Information

Investors, the media and others should note that we intend to announce material information to the public through filings with the Securities and Exchange Commission (SEC), the investor relations page on our website, press releases, public conference calls and webcasts.

The information disclosed by the foregoing channels could be deemed to be material information. As such, we encourage investors, the media and others to follow the channels listed above and to review the information disclosed through such channels. However, information disclosed through these channels does not constitute part of this prospectus and is not incorporated by reference herein.

Any updates to the list of disclosure channels through which we will announce information will be posted on the investor relations page on our website.

Corporate Reorganization

We currently operate as Gloo Holdings, LLC, a Delaware limited liability company. For purposes of this offering, we formed Gloo Holdings, Inc., a Delaware corporation, which is the registrant in this offering. Immediately prior to the completion of this offering, we will complete a series of internal reorganization transactions pursuant to which, among other things, a Delaware limited liability company and wholly owned subsidiary of Gloo Holdings, Inc. will merge with and into Gloo Holdings, LLC, with Gloo Holdings, LLC as the surviving entity. As a result, Gloo Holdings, LLC will become a wholly owned subsidiary of Gloo Holdings, Inc., and the members of Gloo Holdings, LLC immediately prior to the consummation of the merger will become holders of shares of Class B common stock of Gloo Holdings, Inc. We refer to the reorganization transactions throughout this prospectus collectively as the “Corporate Reorganization.” For more information, see the section titled “Corporate Reorganization.”

Corporate Information

We were originally formed as Gloo Holdings, LLC, a Delaware limited liability company, in November 2013. Gloo Holdings, Inc., a Delaware corporation, was incorporated on May 9, 2025 as a wholly owned subsidiary of Gloo Holdings, LLC and, following the Corporate Reorganization that will be completed prior to the completion of this offering, Gloo Holdings, Inc. will become the parent company of Gloo Holdings, LLC and the holding company of all of our operations. Our principal executive offices are located at 831 Pearl Street, Boulder, Colorado 80302 and our telephone number is (303) 381-2645. Our website address is www.gloo.com. Information contained on, or that can be accessed through, our website or linked therein or otherwise connected thereto is not a part of, and is not incorporated into, this prospectus or the registration statement of which this prospectus forms a part. We have included our website address in this prospectus solely as an inactive textual reference.

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We use Gloo, the Gloo logo and other marks as trademarks in the United States and other countries. This prospectus contains references to our trademarks and service marks and to those belonging to other entities. Solely for convenience, trademarks and trade names referred to in this prospectus, including logos, artwork and other visual displays, may appear without the ® or TM symbols, but such references are not intended to indicate in any way that we will not assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensor to these trademarks and trade names. We do not intend our use or display of other entities’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other entity.

Implications of Being an Emerging Growth Company and a Smaller Reporting Company

We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, as amended (the JOBS Act). As such, we may take advantage of reduced disclosure and other requirements otherwise generally applicable to public companies, including, but not limited to:

•presentation of only two years of audited financial statements and related financial disclosure, in addition to any required unaudited interim financial statements, with correspondingly reduced disclosure in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations”;

•exemption from the requirement to have our registered independent public accounting firm attest to management’s assessment of our internal control over financial reporting;

•exemption from compliance with the requirement of the Public Company Accounting Oversight Board (PCAOB) regarding the communication of critical audit matters in the auditor’s report on the financial statements;

•reduced disclosure about our executive compensation; and

•exemptions from the requirements to hold non‑binding advisory votes on executive compensation and on the frequency of such votes as well as stockholder approval of any golden parachute arrangements not previously approved.

We will remain an emerging growth company until the earliest to occur of: (1) the last day of the fiscal year in which we have at least $1.235 billion in annual revenue; (2) the date we qualify as a “large accelerated filer,” with at least $700.0 million of equity securities held by non-affiliates as of the last business day of our most recently completed second fiscal quarter; (3) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period; and (4) the last day of the fiscal year ending after the fifth anniversary of the completion of this offering.

As a result of this status, we have taken advantage of reduced disclosure requirements in this prospectus and may elect to take advantage of other reduced reporting requirements in our future filings with the SEC. In particular, in this prospectus, we have provided only two years of audited financial statements and only two years of related management’s discussion and analysis of financial condition and results of operations, and we have not included all of the executive compensation-related information that would be required if we were not an emerging growth company. In addition, the JOBS Act provides that an emerging growth company may take advantage of an extended transition period for complying with new or revised accounting standards, delaying the adoption of these accounting standards until they would apply to private companies unless it otherwise irrevocably elects not to avail itself of this exemption. We have elected to use this extended transition period for complying with new or revised accounting standards until we are no longer an emerging growth company or until we affirmatively and irrevocably opt out of the extended transition period. As a result, our consolidated financial statements may not be comparable to the financial statements of companies that comply with new or revised accounting pronouncements as of public company effective dates.

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See the section titled “Risk Factors—Risks Related to Regulation and Taxation—We are an emerging growth company and a smaller reporting company, and any decision on our part to comply only with certain reduced reporting and disclosure requirements applicable to emerging growth companies and smaller reporting companies could make our Class A common stock less attractive to investors.”

We are also a “smaller reporting company” as defined in Rule 12b‑2 under the Securities Exchange Act of 1934, as amended (the Exchange Act). We will remain a smaller reporting company until the last day of the fiscal year in which the aggregate market value of our Class A common stock that is held by non‑affiliates is at least $250 million or the last day of the fiscal year in which we have at least $100 million in revenue and the aggregate market value of our Class A common stock that is held by non‑affiliates is at least $700 million (in each case, with respect to the aggregate market value of our Class A common stock held by non-affiliates, as measured as of the last business day of the second quarter of such fiscal year). If we are a smaller reporting company at the time we cease to be an emerging growth company, we may continue to rely on exemptions from certain disclosure requirements that are available to smaller reporting companies. Specifically, as a smaller reporting company we may choose to present only the two most recent fiscal years of audited financial statements in our Annual Report on Form 10‑K and, similar to emerging growth companies, smaller reporting companies have reduced disclosure obligations regarding executive compensation. See the section titled “Risk Factors—Risks Related to Regulation and Taxation—We are an emerging growth company and a smaller reporting company, and any decision on our part to comply only with certain reduced reporting and disclosure requirements applicable to emerging growth companies and smaller reporting companies could make our Class A common stock less attractive to investors.”

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THE OFFERING

Class A common stock offered by us	9,100,000 shares.
Underwriters’ option to purchase additional shares from us	1,365,000 shares.
Class A common stock to be outstanding immediately after this offering	9,100,000 shares (or 10,465,000 shares if the underwriters exercise their option to purchase additional shares in full).
Class B common stock to be outstanding immediately after this offering	69,561,186 shares.
Total Class A common stock and Class B common stock to be outstanding immediately after this offering	78,661,186 shares (or 80,026,186 shares if the underwriters exercise their option to purchase additional shares in full).
Use of proceeds	We estimate that the net proceeds from the sale of shares of our Class A common stock in this offering will be approximately $62.4 million (or approximately $72.6 million if the underwriters exercise their option to purchase additional shares in full), based on the initial public offering price of $8.00 per share, and after deducting underwriting discounts and commissions and offering expenses payable by us. The principal purposes of this offering are to increase our capitalization and financial flexibility, create a public market for our Class A common stock, facilitate future access to the public equity markets by us, our employees and our stockholders, and increase our visibility in the marketplace. We currently intend to use the net proceeds from this offering for general corporate purposes, including acquisitions and investments in businesses, products, services or technologies, working capital, operating expenses and capital expenditures. However, we do not have agreements or commitments for any such acquisitions or investments at this time. See the section titled “Use of Proceeds.”
Voting rights	Each share of our Class A common stock will be entitled to one vote per share and each share of our Class B common stock will be entitled to ten votes per share. Holders of our Class A common stock and Class B common stock will generally vote together as a single class, unless otherwise required by law or our certificate of incorporation. Immediately following the completion of this offering, Scott Beck, our co-founder, president and chief executive officer, will control 46.5% of the voting power of our outstanding capital stock. As a result, Mr. Beck will be able to significantly influence any action requiring the approval of our stockholders, including the election of our board of directors, the adoption of amendments to our certificate of incorporation and bylaws and the approval of any merger, consolidation, sale of all or substantially all of our assets, or other major corporate transaction. See the section titled “Description of Capital Stock.”

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Directed share program	At our request, the underwriters have reserved up to 5% of the shares of Class A common stock offered by this prospectus for sale at the initial public offering price through a directed share program available to our directors, officers, employees and their friends and family members and other persons and parties who do business with us. The sales will be administered by Fidelity Brokerage Services LLC and Fidelity Capital Markets, a division of National Financial Services LLC (Fidelity). We do not know if these parties will choose to purchase all or any portion of these reserved shares, but any purchases they do make will reduce the number of shares available to the general public. Any reserved shares that are not so purchased will be offered by the underwriters to the general public on the same terms as the other shares of Class A common stock offered by this prospectus. See the section titled “Underwriting” for additional information.
Risk factors	See the section titled “Risk Factors” and other information included in this prospectus for a discussion of factors you should carefully consider before deciding to invest in our Class A common stock.
Trading symbol	“GLOO”

The total number of shares of Class A common stock and Class B common stock that will be outstanding immediately after this offering is based on 9,100,000 shares of our Class A common stock and 69,561,186 shares of our Class B common stock outstanding as of July 31, 2025, after giving effect to the Corporate Reorganization, including the Reverse Split (as defined below), and the Notes Conversion as if they had occurred on July 31, 2025, and reflects:

•116,468,006 Series A preferred units that will be exchanged for 38,822,616 shares of our Class B common stock as part of the Corporate Reorganization, including 63,172 Series A preferred units that will be exchanged for 21,057 shares of our Class B common stock held by our consolidated subsidiaries;

•25,035,689 common units that will be exchanged for 8,345,221 shares of our Class B common stock as part of the Corporate Reorganization;

•7,490,000 Incentive Units that will be exchanged for 29,649 shares of our Class B common stock as part of the Corporate Reorganization, all of which will be restricted stock subject to time-based vesting conditions; and

•22,363,700 shares of Class B common stock issuable upon the automatic conversion of our A&R Senior Secured Notes (as defined herein), which will occur concurrently upon the closing of this offering as detailed in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Sources and Uses of Funds,” calculated based on the initial public offering price of $8.00 per share and accrued payment-in-kind interest through November 20, 2025 (the Notes Conversion).

The total number of shares of our Class A common stock and Class B common stock to be outstanding as of July 31, 2025, after giving effect to the Corporate Reorganization and the Notes Conversion as if they had occurred on July 31, 2025, excludes the following:

•4,371,777 shares of our Class B common stock issuable upon the exercise of outstanding options under the Gloo Holdings, LLC Membership Unit Option Plan (the 2014 Plan), as of July 31, 2025, with a weighted-average exercise price of $13.83 per share, based on a three-for-one common unit-to-Class B common

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stock share exchange ratio as part of the Corporate Reorganization and which does not take into account the Option Repricing (as defined below);

•199,999 shares of Class B common stock issuable upon the exercise of warrants outstanding as of July 31, 2025, with a weighted-average exercise price of $18.00per share, based on a three-for-one warrant-to-Class B common stock share exchange ratio as part of the Corporate Reorganization;

•13,357,842 shares of Class A common stock reserved for future issuance under the 2025 Plan, which became effective on the business day immediately prior to the date of effectiveness of the registration statement of which this prospectus forms a part;

othe shares reserved for future issuance under the 2025 Plan include 7,850,234 shares of Class A common stock (based on the initial public offering price of $8.00 per share) issuable upon the exercise of stock options which we have granted in connection with this offering, including to holders of Incentive Units as well as certain other employees and non-employee directors;

•500,000 shares of Class A common stock reserved for future issuance under our 2025 Employee Stock Purchase Plan (the ESPP), which became effective on the business day immediately prior to the date of effectiveness of the registration statement of which this prospectus forms a part;

•197,663 shares of Class B common stock issuable upon the exchange of 592,991 exchangeable shares of one of our wholly owned subsidiaries as of July 31, 2025, based on a three-for-one exchangeable share-to-Class B common stock share exchange ratio as part of the Corporate Reorganization; and

•346,244 shares of Class A common stock that we expect to issue in connection with the closing of our pending acquisition of XRI Global.

In October 2025, our board of directors approved the repricing of certain stock options previously granted under the 2014 Plan to current executive officers, employees and directors which, in connection with this offering and the Corporate Reorganization will be assumed and converted into options to purchase shares of our Class B common stock on a three-for-one basis as part of the Corporate Reorganization (the Assumed Options), with corresponding adjustments to (i) the number of shares of Class B common stock underlying such Assumed Options, (ii) the per share exercise price of each such Assumed Option, and (iii) other adjustments as required under Section 409A of the Internal Revenue Code of 1986, as amended (the Code). All Assumed Options with per-share exercise prices above the initial price per share to the public in this offering which were “underwater”, meaning that the exercise price per share of these Assumed Options was greater than the current fair market value of our Class B common stock will be repriced effective on the date of the pricing of this offering (the Option Repricing) to reduce the exercise price per share of such underwater Assumed Options to the initial price per share to the public in this offering, the fair market value of our Class A common stock on the date of the Option Repricing.

The 2025 Plan and the ESPP each provide for annual automatic increases in the number of shares of our Class A common stock reserved thereunder, and the 2025 Plan also provides for increases to the number of shares of our Class A common stock that may be granted thereunder based on shares subject to options granted under the 2014 Plan that expire, are tendered to or withheld by us for payment of an exercise price or for satisfying tax withholding obligations, or are forfeited or are repurchased by us, as more fully described in the section titled “Executive Compensation—Employee Benefit and Stock Plans.”

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Except as otherwise indicated, all information in this prospectus assumes or gives effect to the following:

•the filing and effectiveness of our amended and restated certificate of incorporation and the adoption of our amended and restated bylaws, which will occur prior to the closing of this offering;

•the completion of the Corporate Reorganization, including a three-for-one unit-to-stock exchange (the Reverse Split);

•the completion of the Notes Conversion;

•no exercise of outstanding options or warrants described above;

•no purchase of shares of our Class A common stock in this offering, including pursuant to our directed share program, by our directors, executive officers or existing stockholders; and

•no exercise of the underwriters’ option to purchase additional shares.

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SUMMARY CONSOLIDATED FINANCIAL AND OTHER DATA

The following tables set forth our summary consolidated financial and other data. The summary consolidated statements of operations data for the years ended January 31, 2024 and 2025 have been derived from our audited consolidated financial statements included elsewhere in this prospectus. The summary condensed statements of operations data for the six months ended July 31, 2024 and 2025, and the summary condensed consolidated balance sheet data as of July 31, 2025, are derived from our unaudited interim consolidated financial statements that are included elsewhere in this prospectus. The unaudited condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and, in the opinion of management, reflect all adjustments, consisting only of normal recurring adjustments, that are necessary for the fair statement of our unaudited interim consolidated financial statements. Our historical results are not necessarily indicative of the results that may be expected in the future.

You should read the following summary consolidated financial data in conjunction with the sections titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Capitalization” and “Unaudited Pro Forma Consolidated Financial Information,” as well as our consolidated financial statements and

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related notes included elsewhere in this prospectus. The summary consolidated financial data in this section are not intended to replace, and are qualified in their entirety by, the consolidated financial statements and related notes.

	Historical												Pro Forma(1)
	Years Ended January 31,						Six Months Ended July 31,						Year Ended				Six Months Ended
	2024			2025			2024			2025			January 31, 2025				July 31, 2025
	(in thousands, except unit/share data)
Consolidated Statements of Operations Data:
Revenue:
Platform revenue	$	2,176		$	22,873		$	10,463		$	17,241		$	22,873		$		17,241
Platform solutions revenue		13,325			330			121			11,234			10,324				15,219
Other revenue		5,788			13			13			—			13				—
Total revenue		21,289			23,216			10,597			28,475			33,210				32,460
Operating expenses:
Cost of revenue (exclusive of depreciation and amortization)(2)		6,471			19,749			9,394			20,968			27,855				24,709
Product development(2)		17,780			13,551			6,105			10,730			13,551				10,730
Sales and marketing(2)		23,560			22,619			10,824			15,823			23,043				15,952
General and administrative(2)		13,300			15,098			7,535			22,206			17,631				20,499
Depreciation and amortization		4,685			7,714			3,611			5,200			8,279				5,387
Impairment of goodwill		—			27,753			—			—			27,753				—
Total operating expenses		65,796			106,484			37,469			74,927			118,112				77,277
Operating loss		(44,507	)		(83,268	)		(26,872	)		(46,452	)		(84,902	)			(44,817	)
Other expense (income):
Interest expense		3,796			4,738			1,075			6,003			2,739				1,202
Other expense (income), net		(45	)		(687	)		(194	)		(473	)		(646	)			(471	)
Loss (gain) from change in fair value of financial instruments		—			(1,301	)		(220	)		11,436			10,453				9,505
Loss on extinguishment of debt		—			—			—			7,473			7,473				—
Total other expense (income), net		3,751			2,750			661			24,439			20,019				10,236
Net loss before income taxes		(48,258	)		(86,018	)		(27,533	)		(70,891	)		(104,921	)			(55,053	)
Income tax (expense) benefit		106			796			412			293			3,458				316
Income (loss) from equity method investments, net		(161	)		(580	)		(273	)		(460	)		(580	)			(179	)
Net loss		(48,313	)		(85,802	)		(27,394	)		(71,058	)		(102,043	)			(54,916	)
Less: net loss attributable to noncontrolling interests		—			(113	)		—			(1,307	)		(678	)			(835	)
Net loss attributable to common members/stockholders	$	(48,313	)	$	(85,689	)	$	(27,394	)	$	(69,751	)	$	(101,365	)	$		(54,081	)
Net loss per unit/share attributable to common members/stockholders, basic and diluted	$	(3.37	)	$	(4.55	)	$	(1.64	)	$	(3.47	)	$	(1.74	)	$		(0.91	)
Weighted average units/shares used in computing net loss per unit/share attributable to common members/stockholders		22,739,574			23,293,429			22,739,574			24,650,701			58,752,690				59,205,114

(1)This column gives effect to (a) the acquisition of Midwestern on June 11, 2025 (the Midwestern Acquisition) as if it had occurred on February 1, 2024; (b) the Corporate Reorganization as if it had occurred on February 1, 2024; and (c) the Notes Conversion as if it had occurred on February 1, 2024, exclusive of additional principal and accrued interest (cash coupon and payment-in-kind) that would have accrued from the date of the most recent balance sheet through November 20, 2025 of $34.4 million, which, if reflected, would have converted into an additional 5,403,983 shares of Class B common stock. See the section titled “Unaudited Pro Forma Consolidated Financial Information.”

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(2)Equity-based compensation expense was allocated in cost of revenue and operating expenses as follows:

	Year Ended January 31,				Six Months Ended July 31,
	2024		2025		2024		2025
	(in thousands)
Cost of revenue (exclusive of depreciation and amortization)	$	3	$	23	$	8	$	18
Product development		328		1,056		198		1,080
Sales and marketing		66		551		260		394
General and administrative		1,471		2,157		2,381		1,783
Total equity-based compensation	$	1,868	$	3,787	$	2,847	$	3,275

	As of July 31, 2025
	Actual			Pro Forma(1)		Pro Forma, As Adjusted(2)
	(in thousands)
Consolidated Balance Sheet Data:
Cash and cash equivalents	$	22,589		$	22,589	$	86,598
Working capital(3)		4,617			5,605		68,037
Total assets		185,797			188,252		249,783
Total liabilities		204,596			75,438		74,537
Mezzanine equity		363,446			3,383		3,383
Preferred stock		—			—		—
Common stock		—			—		—
Class A common stock		—			—		9
Class B common stock		—			64		64
Common member units		—			—		—
Additional paid-in capital		36,134			535,668		598,091
Equity attributable to noncontrolling interests		19,422			19,422		19,422
Total members’/stockholders’ equity (deficit)		(382,245	)		109,431		171,863

(1)This column gives effect to (a) the Corporate Reorganization as if it had occurred on July 31, 2025; and (b) the Notes Conversion as if it had occurred on July 31, 2025, exclusive of additional principal and accrued interest (cash coupon and payment-in-kind) that would have accrued from the date of the most recent balance sheet through November 20, 2025 of $34.4 million, which, if reflected, would have converted into an additional 5,403,983 shares of Class B common stock.

(2)This column gives effect to (a) the pro forma adjustments set forth in footnote (1) above; and (b) the issuance and sale by us of 9,100,000 shares of Class A common stock in this offering at the initial public offering price of $8.00 per share, and after deducting underwriting discounts and commissions and offering expenses payable by us.

(3)Working capital is defined as current assets less current liabilities.

Non-GAAP Financial Measure

In addition to our results and measures of performance determined in accordance with U.S. generally accepted accounting principles (U.S. GAAP), we also evaluate our operating performance using Adjusted EBITDA, a non-GAAP financial measure. We use this non-GAAP financial measure to evaluate our core operating performance, support planning and forecasting, and assess strategic opportunities. This non-GAAP financial measure is presented for supplemental informational purposes only, should not be considered a substitute for financial information presented in accordance with U.S. GAAP, and may be different from a similarly titled measure used by other companies. See the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measure” for more information regarding our use of Adjusted EBITDA and a reconciliation of Adjusted EBITDA to net loss attributable to common members, the most directly comparable financial measure calculated in accordance with U.S. GAAP.

	Years Ended January 31,						Six Months Ended July 31,
	2024			2025			2024			2025
	(in thousands)
Net loss attributable to common members	$	(48,313	)	$	(85,689	)	$	(27,394	)	$	(69,751	)
Adjusted EBITDA	$	(36,287	)	$	(43,375	)	$	(20,395	)	$	(36,249	)

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RISK FACTORS

Investing in our Class A common stock involves a high degree of risk. Before making an investment decision, you should consider carefully the risks and uncertainties described below, together with all of the other information in this prospectus, including the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes thereto included elsewhere in this prospectus. Our business, results of operations, financial condition or prospects could also be harmed by risks and uncertainties not currently known to us or that we currently do not believe are material. If any of the following risks occur, our business,results of operations, financial condition and prospects could be adversely affected. In that event, the market price of our Class A common stock could decline, and you could lose part or all of your investment. Our risk factors are not guarantees that no such conditions exist as of the date of this prospectus and should not be interpreted as an affirmative statement that such risks or conditions have not materialized, in whole or in part.

Risks Related to Our Business and Industry

We have limited operating history and experience with scaling our platform, which makes it difficult to evaluate our business and prospects and forecast our future results.

We have limited operating history and experience with scaling our platform, which makes it difficult to evaluate our business and prospects and forecast our future results. In fiscal 2023 we generated the majority of our revenue from the He Gets Us media campaign, and in fiscal 2024 we generated the majority of our revenue from sales of products and services through Outreach, which we acquired in January 2024. For the six months ended July 31, 2024, we generated the majority of our revenue from sales of products and services through Outreach, and for the six months ended July 31, 2025, one third of our revenue was generated from Outreach. Managing and expanding our operations is expensive and time-consuming, and our growth could be inhibited if we are unable to leverage our organization and resources effectively.

Our limited history and experience operating our current business may also negatively impact our ability to plan strategic acquisitions, investments and initiatives to further expand our business and platform offerings. In addition, existing and future operational and strategic initiatives may have long return-on-investment time-horizons. As a result, we will not be able to adequately assess the benefits of such acquisitions, investments and initiatives until we have already made substantial investments of time and capital, resulting in high opportunity costs. We are also devoting significant resources to bolstering our technology infrastructure, financial and accounting systems and controls, sales, marketing and engineering capabilities, and operations and support infrastructure, as well as to retain, manage and train employees in geographically dispersed locations to service new and existing customers. We may not successfully accomplish any of these objectives in a timely manner or at all.

We have encountered and will continue to encounter risks and uncertainties frequently experienced by growing companies with limited operating histories. If our assumptions regarding such risks and uncertainties, which we use to plan and operate our business, are incorrect or change, or if we do not address these risks successfully, our results of operations could differ materially from our and our investors’ expectations and any longer-term benefits to our investors may not materialize within the timeframe we expect or at all, which could harm our business, results of operations, financial condition and prospects.

Our recent growth may not be sustainable or indicative of future performance.

Our recent growth has placed and is expected to continue to place significant demands on our management, financial, operational, technological and other resources. The continued growth and expansion of our business depends on a number of factors, including our ability to:

•maintain and grow our platform offerings and user engagement;

•manage increasingly complex business operations;

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•acquire and invest in additional NCPs;

•sell and renew subscriptions to our platform offerings;

•increase the number of customers on our platform, including converting free users to customers;

•increase the number and volume of transactions on our marketplace;

•expand our sales and marketing organization to drive our sales pipeline;

•expand our business;

•increase awareness of our brands;

•continue to innovate and introduce new platform offerings;

•maintain operational and financial systems that can support our expected growth;

•continue to increase operational and financial systems automation to reduce reliance on manual operations; and

•maintain and improve our technology infrastructure.

The growth and expansion of our business will require significant additional resources, financial and otherwise, to meet our needs, which may not be available in a cost-effective manner or at all. Our investments may not result in the growth of our business. Even if our investments do result in the growth of our business, if we do not effectively manage our growth, we may not be able to successfully execute on our business plan, respond to competitive pressures, take advantage of market opportunities, maintain the quality of our platform or satisfy customer expectations, any of which could adversely affect our business, results of operations, financial condition and prospects. You should not rely on our historical rate of growth as an indication of our future performance or the rate of growth we may experience going forward or with respect to any new offerings we may introduce.

We have a history of net losses and may not achieve profitability in the future.

We have incurred net losses since our inception, and we may not be able to achieve or maintain profitability in the future. Our expenses will likely increase in the future as we expect to invest significant additional funds to develop and expand our platform, increase our sales and marketing efforts and operate as a public company, and we may not be able to increase our revenue enough to offset our increased operating expenses. Our efforts to grow our business may be more costly than we expect and may not result in increased revenue or growth in our business. We may make significant capital investments and incur recurring or new costs, and our investments may not generate sufficient returns. We may also be required to raise additional capital, which may not be available to us on favorable terms or at all. Any failure to increase our revenue sufficiently to keep pace with our investments and other expenses could prevent us from achieving or maintaining profitability or positive cash flow on a consistent basis or at all.

If we are unable to successfully address these risks and challenges as we encounter them, our business, results of operations, financial condition and prospects could be adversely affected. We may also incur significant losses in the future for a number of reasons, including the other risks described in this prospectus, and unforeseen expenses, difficulties, complications or delays, and other unknown events. We cannot assure you that we will ever achieve or sustain profitability and may continue to incur significant losses going forward. Any failure by us to achieve or sustain profitability on a consistent basis could have a material adverse effect on our business, financial condition and results of operations and cause the market price of our Class A common stock to decline.

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There is no assurance that we will be able to continue as a going concern without achieving profitable operations or raising additional capital through potential equity or debt financing transactions, which we may not be able to obtain on favorable terms or at all.

As of July 31, 2025, we held cash and cash equivalents of $22.6 million and had an accumulated deficit of $438.1 million. Additionally, since our inception, we have generated significant operating losses and we incurred net losses of $85.8 million and $71.1 million, and used $46.1 million and $44.2 million of cash in operating activities for the year ended January 31, 2025 and the six months ended July 31, 2025, respectively. Our management assessed our current financial condition, characterized by recurring operating losses, negative cash flows, limited liquid resources and dependence on external financing, as well as the funds required to execute our business plan over the evaluation period. Based on these factors, our management has concluded there is substantial doubt about our ability to continue as a going concern for at least 12 months from the date the financial statements are available to be issued. Because it is not possible at this time to predict the outcome of future equity placements or additional borrowings, substantial doubt remains regarding our ability to continue as a going concern during the following year.

Our ability to continue as a going concern will be dependent on ultimately achieving profitable operations or raising additional capital through potential equity or debt financing transactions or both. Additionally, our plans include, but are not limited to, generating revenue through subscriptions of our expanding technology and AI offerings, increased marketplace offerings and growing advertising services, as well as seeking external sources of liquidity. If adequate funds are not available, we may be required to delay or modify our business plans, potentially including the timing of planned capital expenditures, development and other activities, all of which, individually or in the aggregate, could have material negative consequences to us and our results of operations and business relationships. Additionally, the sale of additional equity may dilute existing stockholders and newly issued shares may contain senior rights and preferences compared to currently outstanding shares of our common stock. Issued debt securities may contain covenants and limit our ability to pay dividends or make other distributions to stockholders.

If we fail to acquire new customers or the faith and flourishing ecosystem does not develop as we anticipate, our sales will not grow as quickly as expected, or at all, and our business, financial condition and results of operations will be harmed.

We believe the market for our platform is substantial. However, it is uncertain to what extent or how widespread market acceptance of our platform will be or how long such acceptance, if achieved, may be sustained. Many NCPs and CFLs have not traditionally used integrated and comprehensive platforms like ours for their specific needs. We cannot be certain that the market for our offerings will continue to develop and grow or that NCPs and CFLs will elect to use our platform over alternatives. Potential customers that have already invested substantial resources in alternatives to our platform might be reluctant to switch to our platform. If the demand for and market acceptance of our platform offerings do not increase, we might not be able to effectively grow our business.

If our existing customers and potential customers do not perceive our offerings to be beneficial, or choose not to adopt them as a result of concerns regarding privacy, cybersecurity, accessibility or other reasons, or as a result of negative incidents or experiences they encounter through our platform, or instead opt to use alternatives to our platform, then the market for the platform may not continue to grow, may grow slower than we expect or may not achieve the growth potential we expect, any of which could materially adversely affect our business, financial condition, results of operations and prospects.

If we fail to retain our customers, or our customers do not renew or extend their subscriptions or other contracts, or renew or extend on less favorable terms, our revenue may decline or grow less quickly than anticipated, which would harm our business, financial condition and results of operations.

In order to continue to grow our business, it is important that our customers renew or extend their subscriptions or other contracts with us and that we expand our relationships with our existing customers. Most of our customers have no obligation to renew their subscriptions or extend their contracts with us, and they may decide not to do so at the same prices and on the same terms or at all. Additionally, some of our customers may terminate their

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relationship with us for convenience. It is difficult to accurately predict whether we will have future success in retaining customers or expanding our relationships with them. We have experienced growth in the number of customers, but we do not know whether we will continue to achieve similar growth or achieve any growth at all. Our ability to retain customers and expand our offerings with them may decline or fluctuate as a result of a number of factors, including customers’ satisfaction with our offerings, the quality and timeliness of our customer support services, our prices, the prices and features of competing solutions, reductions in customers’ spending levels and our release of future offerings. If customers do not renew their existing subscriptions or extend their contracts with us, renew or extend on less favorable terms, or fail to expand their engagement with us, our revenue may decline or grow less quickly than anticipated, which would harm our business, financial condition and results of operations.

A decrease in charitable donations or other external funding of our customers and potential customers may result in reduced demand for our platform offerings, which could adversely affect our business, results of operations, financial condition and prospects.

Our current and potential customers include churches, ministries, foundations, nonprofit organizations and other members of the faith and flourishing ecosystem that fully or partially rely on charitable donations, grants, government aid and philanthropic contributions to fund their operations, including to pay for offerings like ours. Consequently, a significant portion of our revenue indirectly depends on the availability of such external funding. We have limited ability to influence the fundraising efforts and external funding decisions that impact our customers and potential customers, and any reduction in their ability to secure necessary funding for their operations exposes us to fluctuations in demand for our platform offerings, which could adversely affect our business, financial condition and results of operations. For example, the frequency and amounts of charitable donations may decrease from time to time as a result of deteriorating general economic conditions, changes to applicable tax laws, a sustained or significant decline in religious affiliation or participation in the faith and flourishing ecosystem, shifts in philanthropic priorities and other factors that limit available financial resources.

Failure to effectively develop and expand our sales and marketing capabilities, including reliance on product-led sales efforts, could harm our ability to increase our customer base and achieve broader market acceptance and utilization of our platform.

Our ability to increase our customer base and achieve broader market acceptance of our platform will depend significantly on our ability to expand our sales and marketing organizations and deploy our resources efficiently. An important component of our growth strategy is to increase the cross-selling of our platform and services to current and future customers. However, if we are not successful in doing so, or our existing and potential customers find our additional solutions and services unnecessary or unattractive, we may not be able to increase our customer base.

In addition to expanding our direct sales force, we rely on product-led sales efforts to drive growth, where our platform is designed to attract users through self-service and organic adoption. While this strategy can reduce reliance on traditional sales methods, it poses unique challenges. Product-led efforts may have limited success if our platform does not gain sufficient visibility or resonate with prospective users, or fails to create compelling pathways for conversion into paying customers. Furthermore, product-led growth requires significant investment in continuous innovation and optimization of our platform to maintain its attractiveness and utility, which may not always yield the desired results.

We have invested, and plan to continue to invest, significant resources in expanding our sales initiatives as well as our sales force focused on identifying new strategic partners. However, we may not achieve anticipated revenue growth from expanding our sales force if we are unable to hire, develop, integrate and retain talented and effective sales personnel, or if our new and existing sales personnel are unable to achieve desired productivity levels in a reasonable period of time.

We also dedicate significant resources to sales and marketing programs. The effectiveness and cost of our online advertising has varied over time and may vary in the future due to competition for key search terms, changes in search engine use and changes in the search algorithms and rules used by major search engines. These efforts will require us to invest significant financial and other resources. Our business, financial condition and results of operations will be harmed if our sales and marketing efforts, including our reliance on product-led sales strategies, do not generate significant increases in revenue.

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We are subject to certain risks as a mission-driven company.

Our mission and company values are a significant part of our business strategy and who we are as a company. We believe that customers and users value our commitment to our mission. However, because we hold ourselves to such high standards, and because we believe our customers and users have high expectations of us, we may be more severely affected by negative reports or publicity if we fail, or are perceived to have failed, to live up to our mission. As a result, our brand and reputation may be negatively affected by actions we take that are viewed as contrary to that mission. In certain situations, the damage to our reputation may be greater than to other companies that do not share similar values with us, and it may take us longer to recover from such an incident and gain back the trust of our existing and potential customers. We may make decisions regarding our business and platform offerings in accordance with our mission and values that may reduce our short- or medium-term results of operations if we believe those decisions are consistent with our mission and will improve the aggregate customer and user experience. Although we expect that our commitment to our mission will, accordingly, improve our financial performance over the long term, these decisions may not be consistent with the expectations of investors and any longer-term benefits may not materialize within the time frame we expect or at all, which could harm our business, results of operations, financial condition and prospects.

We depend on Mr. Beck and our senior management team to operate our business, and the loss of one or more of them could adversely affect our business.

We depend on the continued services and performance of our co-founder, president and chief executive officer, Mr. Beck, as well as other members of our senior management team. Mr. Beck has been responsible for setting our strategic vision since our inception, and should he or other members of our senior management team discontinue serving us due to death, disability or any other reason, we may be significantly disadvantaged as it could disrupt our operations, create uncertainty among investors, adversely impact employee retention and morale, and otherwise harm our business. Their departure or the departure of other key contributors to our technology and other development efforts could adversely affect the continued growth of our business and negatively impact our financial condition and results of operations. We may have difficulty finding, or be unable to find, qualified successors to any such persons should they depart.

The failure to attract and retain additional qualified personnel could harm our business and prevent us from executing our business strategy.

We believe our success has depended, and continues to depend, on the efforts and talents of our executives and employees. Our future success depends on our continuing ability to retain, develop, motivate and attract highly qualified and skilled employees. Qualified individuals are in high demand, and we may incur significant costs to retain and attract them. If any new hires that we make fail to work together effectively and execute our plans and strategies on a timely basis, then our business and future growth prospects could be harmed. In addition, we issue equity awards to certain of our employees as part of our hiring and retention efforts, and job candidates and existing employees often consider the value of the equity awards they receive in connection with their employment. If the perceived value of our equity awards declines, including as a result of volatility or declines in the market price of our Class A common stock or changes in perception about our future prospects (including as valuations of companies comparable to us decline due to overall market trends, inflation and related market effects or otherwise), it may adversely affect our ability to recruit and retain highly qualified employees. In addition, we may periodically change our equity compensation practices, which may include reducing the number of employees eligible for equity awards, reducing the size or value of equity awards granted per employee or undertaking other efforts that may prove to be an unsuccessful retention mechanism. If we are unable to attract, integrate or retain the qualified and highly skilled personnel required to fulfill our current or future needs, our business and prospects could be harmed.

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If we do not continue to innovate and further develop our platform offerings, if our platform developments do not perform as anticipated or if we are not able to keep pace with technological developments, we may not remain competitive, and our business, results of operations, financial condition and prospects could be adversely affected.

We have made substantial investments in our technologies to capitalize on new and unproven business opportunities. Our future performance is dependent on continued investments in technology and our ability to innovate, enhance and introduce compelling new platform offerings for our customers and potential customers. We intend to make continued investments in these areas through hiring of highly qualified employees and ongoing technology transformation. We plan to further invest in AI-powered capabilities and leverage our unique dataset to further improve our platform offerings. If competitors introduce new offerings embodying new technologies, or if new industry standards and practices emerge, our existing technology may become obsolete. Our future success could depend on our ability to respond to technological advances and emerging industry standards and practices in a cost-effective and timely manner. These initiatives also have a high degree of risk, as they involve unproven business strategies and technologies with which we have limited development or operating experience. The success of enhancements to existing offerings and introductions of new offerings depends on several factors, including timely completion, market introduction and market acceptance. Further, our development efforts with respect to new technologies could distract management from current operations and divert capital and other resources from other initiatives, and may not result in long-term revenue growth.

If we fail to develop, maintain and enhance our brand and reputation cost-effectively, our business, financial condition and results of operations could be adversely affected.

We believe that the brand identity, reputation and awareness of Gloo and Gloo Capital Partners is critical to our sales and marketing efforts and continued business growth. In the faith and flourishing ecosystem, our reputation and the quality of our brand are uniquely important to our business, and the faith and flourishing ecosystem is particularly susceptible to scrutiny and criticism. We also believe that maintaining and enhancing these brands are critical to maintaining and expanding our customer base. Any unfavorable publicity about our company or our management, including about the quality, stability and reliability of our platform, changes to our platform, our privacy and cybersecurity practices, litigation, employee relations, regulatory enforcement and other actions involving us, as well as the perception of us and our platform by our customers and users, even if inaccurate, could cause a loss of confidence in us and adversely affect our brand.

Additionally, widespread use of social media platforms and other forms of internet-based communication provide individuals with access to a broad audience of consumers and other interested persons. Many social media platforms immediately publish the content their users post, often without filters or checks on the accuracy of the content. Adverse or inaccurate information concerning us may be posted on such platforms at any time, and such posts can be amplified quickly, potentially harming our reputation, performance, prospects or business.

We also rely on the reputation of third parties affiliated with us, such as partners across the faith and flourishing ecosystem, to reflect positively on our business. Unfavorable media coverage or public controversy involving these affiliated third parties, even if we are not directly involved, may be perceived by our users and customers as reflecting poorly on us or our values. Although our acceptable use policy incorporated into our terms of service provides for express limitations on how our customers can use our platform and we reserve our right to remove content that violates our acceptable use policy, it may not always be possible to remove such content prior to it receiving unfavorable attention or publicity. Any such harm to our brand and reputation could diminish trust among our customers and users, negatively impact demand for our platform and adversely affect our business. Negative publicity involving us or affiliated third parties could also have an adverse effect on the size and engagement of our customer base and could result in decreased revenue, which could have an adverse effect on our business, financial condition and results of operations.

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The markets in which we participate are competitive, and if we do not compete effectively, our business, financial condition and results of operations could be harmed.

Our platform operates across a broad and highly fragmented market. We believe our competition primarily falls into five categories:

•Faith-tech and general market point solutions, including providers of church management systems, communications tools and engagement platforms such as Subsplash, Ministry Brands, Planning Center and Mailchimp that compete with the Gloo Workspace communications and insights products;

•Proprietary and custom systems, including larger ministries that build internal technology stacks that compete with our Gloo360 solutions;

•Traditional advertising networks, including large media and marketing platforms that offer reach and audience access such as Meta and Google that compete with the Gloo Media Network;

•Technology development solutions, including providers that compete with the platform solutions offered by our Gloo Capital Partners, Midwestern and Servant.io; and

•Specialized and general e-commerce marketplaces, including providers of physical and digital products sold to CFLs for their operations, such as Amazon and Concordia Supply that compete with Outreach and our other e-commerce marketplaces.

Our competitors may have greater resources, broader brand recognition, deeper relationships with customers or more experience with certain technologies. If we fail to differentiate our offerings, maintain or grow our relationship with key ministry leaders and churches, or effectively adapt to evolving technology and customer preferences, we may fail to achieve widespread adoption of our platform and our business, financial condition and results of operations could be harmed.

Wehave been and may in the future become subject to claims, lawsuits, investigations, litigation and other proceedings that may harm our business, financial condition and results of operations.

We have from time to time been subject to claims, disputes, regulatory investigations or legal proceedings. We may in the future be subject to claims, disputes, regulatory investigations, class action, whistleblower and other litigation, and other proceedings, including those relating to intellectual property, privacy, commercial, recordings, AI-technologies, product liability, employment or the use of cookies, pixels or other tracking technology. The number and significance of any claim, dispute, investigation, litigation or other proceeding may increase as our business expands. Any such actual or threatened matter, even if unfounded, can be time-consuming, divert management’s attention and resources, cause us to incur significant expenses or liability or require us to change our business practices. In addition, the amount and timing of expenses that we may need to incur in response to any of the foregoing matters from period to period are difficult to estimate, subject to change and may harm our financial condition and results of operations. Because of the potential risks, expenses and uncertainties of any claim, dispute, regulatory investigation, litigation or other proceeding, we may choose to settle these matters even where we have meritorious claims or defenses. Any of the foregoing matters may harm our business, financial condition and results of operations.

We may require additional capital to support the growth of our business, and this capital might not be available on favorable terms or at all.

Operating and growing our business have consumed substantial amounts of cash since inception and we intend to continue to make significant investments to support our business growth, acquire or invest in complementary businesses and technologies, respond to business challenges or opportunities, develop new offerings and enhance our existing platform and technology infrastructure. Our future capital requirements may be significantly different from our current estimates and will depend on many factors, including the need to finance unanticipated working capital requirements, develop or enhance our technological infrastructure and our existing offerings and manage

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costs associated with adverse market conditions or other macroeconomic factors. We may be presented with opportunities that we want to pursue, and unforeseen challenges may present themselves, any of which could cause us to require additional capital. If, in the future, we aim to rely on funds raised through equity or debt financing, those funds may prove to be unavailable, may only be available on terms that are not acceptable to us or may result in significant dilution to our stockholders or higher levels of leverage, which will expose our business to additional risks. Any debt financing secured by us in the future could involve additional restrictive covenants relating to our capital-raising activities and other financial and operational matters, which may make it more difficult for us to obtain additional capital and to pursue business opportunities, including potential acquisitions. If we are unable to obtain adequate financing or financing on terms satisfactory to us, it could have a material adverse effect on our business, financial condition and results of operations.

We are subject to payment-related risks and may incur significant losses from fraud.

We accept payments using a variety of methods, including credit card, debit card, and other third-party payment vendors, which subjects us to certain regulations and the risk of fraud, and we may in the future offer new payment options to customers that would be subject to additional regulations and risks. We pay interchange and other fees in connection with credit card payments, which may increase over time and adversely affect our operating results. While we use a third party to process payments, we are subject to payment card association operating rules and certification requirements, including the Payment Card Industry Data Security Standard and rules governing electronic funds transfers. If we fail to comply with applicable rules and regulations, we may be subject to fines or higher transaction fees and may lose our ability to accept online payments or other payment card transactions. In addition, we may become liable for fraudulent transactions and our failure to adequately prevent fraudulent transactions could damage our reputation, result in litigation or regulatory action and lead to expenses that could substantially impact our operating results. If any of these events were to occur, our business, financial condition and results of operations could be adversely affected.

Dependence on third-party banking relationships and regulatory compliance risks that relate to our efforts to enhance philanthropic outreach could adversely affect our business.

We intend to offer Gloo Impact, which is a product in beta that we are designing to enhance philanthropic outreach and charitable contributions by visualizing real time impact through AI generated data dashboards, escrow-like fund management and capital deployment based on verified milestones of ministry outcome. The Gloo Impact product will depend on integrations with third-party banking and financial institutions to facilitate milestone-based payments. Any disruption, termination or adverse change in these banking relationships could materially impact our ability to facilitate payments. The platform’s functionality and reliability will be directly tied to the services provided by these banking partners, and interruptions or failures in their systems could delay or prevent payments, eroding user trust and damaging our reputation. Additionally, changes in financial regulations or increased scrutiny on payment and grant-making activities could impose significant compliance costs or operational burdens. The platform will also be exposed to risks of fraud, cybersecurity breaches and unauthorized transactions, which could result in financial losses and harm our reputation. Furthermore, a lack of diversification among banking providers heightens the impact of disruptions or adverse terms imposed by any single partner.

Engagement by users on our platform and our ability to monetize our platform depend upon effective operation within and compatibility with operating systems, networks, devices, web browsers and standards, including mobile operating systems, networks and standards that we do not control.

We make our platform available across a variety of operating systems and through websites. We are dependent on the compatibility of our platform with popular devices, desktop and mobile operating systems, and web browsers that we do not control, such as Android and iOS. Any changes in such systems, devices or web browsers that degrade the functionality of our platform or give preferential treatment to competitive content could adversely affect usage of our platform.

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We rely primarily on third-party insurance policies to insure our operations-related risks. If our insurance coverage is insufficient for the needs of our business or our insurance providers are unable to meet their obligations, we may not be able to mitigate the risks facing our business, which could adversely affect our business, financial condition, results of operations and prospects.

We procure third-party insurance policies to cover various operations-related risks, including employment practices liability, workers’ compensation, business interruptions, errors and omissions, cybersecurity and data breaches, crime, directors’ and officers’ liability, and general business liabilities. For certain types of operations-related risks or future risks related to our new and evolving offerings, we are not able to, or may not be able to, acquire insurance. In addition, we may not obtain enough insurance to adequately mitigate such operations-related risks or risks related to our new and evolving offerings, and we may have to pay high premiums, co-insurance, self-insured retentions or deductibles for the coverage we do obtain. We rely on a limited number of insurance providers, and should such providers discontinue or increase the cost of coverage, we cannot guarantee that we would be able to secure replacement coverage on reasonable terms or at all. If our insurance carriers change the terms of our policies in a manner not favorable to us, our insurance costs could increase. Further, if the insurance coverage we maintain is not adequate to cover losses that occur, or if we are required to purchase additional insurance for other aspects of our business, we could be liable for significant additional costs. Additionally, if any of our insurance providers becomes insolvent, it would be unable to pay any operations-related claims that we make.

If the amount of one or more operations-related claims were to exceed our applicable aggregate coverage limits, we would bear the excess, in addition to amounts already incurred in connection with deductibles, self- insured retentions, co-insurance, or otherwise paid by our insurance policy. Insurance providers have raised premiums and deductibles for many businesses and may do so in the future. As a result, our insurance costs and claims expense could increase, or we may decide to raise our deductibles or self-insured retentions when our policies are renewed or replaced. The foregoing factors could adversely affect our business, financial condition, results of operations and prospects.

We are also subject to certain contractual requirements to obtain insurance. For example, some of our agreements with partners require that we procure certain types of insurance, and if we are unable to obtain and maintain such insurance, we may be in violation of the terms of these agreements. In addition, we are subject to local laws, rules, and regulations relating to insurance coverage which could result in proceedings or actions against us by governmental entities or others. Any failure or perceived failure by us to comply with existing or future local laws, rules and regulations, or contractual obligations relating to insurance coverage could result in proceedings or actions against us by governmental entities or others. Additionally, anticipated or future local laws, rules, and regulations relating to insurance coverage, could require additional fees and costs. Compliance with these rules and any related lawsuits, proceedings, or actions may subject us to significant penalties and negative publicity, require us to increase our insurance coverage, require us to amend our insurance policy disclosure, increase our costs, and disrupt our business.

We are subject to risks related to the banking ecosystem, including through our bank partnership, FDIC regulations and policies, and other regulatory obligations, which could adversely affect our liquidity and financial performance.

Volatility in the banking and financial services sectors, including bank failures, may impact our bank partnership and negatively impact our business. For example, we maintain domestic cash deposits in Federal Deposit Insurance Corporation (FDIC) insured banks that exceed the FDIC insurance limits and we intend to offer access to FDIC-insured deposit products through our partnership with our bank partner, which is a member of the FDIC. Bank failures, events involving limited liquidity, defaults, non-performance or other adverse developments that affect financial institutions, or concerns or rumors about such events, may lead to liquidity constraints. The failure of a bank, or other adverse conditions in the financial or credit markets impacting financial institutions at which we maintain balances, could adversely impact our liquidity and financial performance. There can be no assurance that our deposits in excess of the FDIC or other comparable insurance limits will be backstopped by the U.S. or applicable foreign government, or that any bank or financial institution with which we do business will be able to obtain needed liquidity from other banks, government institutions or by acquisition in the event of a failure or liquidity crisis.

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Additionally, through contractual obligations to our bank partner in connection with these programs, we are subject to risk management standards for third-party relationships in accordance with federal bank regulatory guidance and examinations by our bank partner’s federal banking regulator. Should we or our bank partner be unable to satisfy these standards, we may have to discontinue certain products or third-party relationships, and our business, financial condition and results of operations may be adversely affected.

Risks Related to Our Acquisitions and Investments

Revenues and profits generated through our acquisitions and investments may be less than anticipated, and we may fail to uncover all acquired liabilities that could result in unanticipated costs, losses, declines in profits and potential impairment charges, and for which we may not be indemnified in full.

In fiscal 2023 and fiscal 2024, we acquired or invested in, among others, Midwestern, Outreach and Visitor Reach. For additional details about those acquisitions and investments, see Notes 4 and 5 to our audited consolidated financial statements included elsewhere in this prospectus. During the six months ended July 31, 2025, we acquired or invested in Barna, Carey Nieuwhof Communications, Servant and Masterworks, and obtained control of Midwestern, thereby consolidating Midwestern. For additional details, see Notes 4 and 5 to our unaudited consolidated financial statements as of and for the six months ended July 31, 2025 included elsewhere in this prospectus. We expect to continue to pursue strategic acquisitions and investments intended to enhance and grow our platform and business. In evaluating and determining the purchase price for a prospective acquisition or investment, we estimate future revenues and profits based largely on historical financial performance and expected future contribution value to our platform. Following a transaction, the business we acquired or invested in may not perform as we expected and the anticipated benefits of the transaction, including our revenue or return on investment assumptions, may not be fully realized or at all. For example, for fiscal 2024, primarily because of delays in executing on strategic initiatives related to our Outreach acquisition consummated during fiscal 2023, we recorded a $27.8 million impairment charge to goodwill. For additional details about the impairment charge recorded to goodwill, see Note 11 to our audited consolidated financial statements included elsewhere in this prospectus.

We perform a due diligence review of each of our acquisition and investment targets. This due diligence review, however, may not adequately uncover all of the contingent or undisclosed liabilities we may incur as a consequence of the proposed acquisition, exposing us to potentially significant, unanticipated costs, as well as potential impairment charges. Although a seller generally will have indemnification obligations to us under an acquisition or merger agreement, these obligations usually will be subject to financial limitations, such as general deductibles and maximum recovery amounts, as well as time limitations and risks related to collection. We cannot assure you that our right to indemnification from any seller will be enforceable, collectible or sufficient in amount, scope or duration to fully offset the amount of any undiscovered or underestimated liabilities that we may incur. Any such liabilities, individually or in the aggregate, could have a material adverse effect on our business, financial condition and results of operations. In addition, our insurance does not cover all of our potential losses, and we are subject to various self-insured retentions and deductibles under our insurance. Although we believe we have sufficient reserves for contingencies, a judgment may be rendered against us in cases in which we could be uninsured or which exceed the amounts that we currently have reserved or anticipate incurring for such matters.

If we are unable to identify attractive acquisition or investment targets, acquire or invest in them at attractive prices or successfully integrate their operations or otherwise realize their anticipated benefits, we may be unsuccessful in growing our business.

A significant portion of our growth has been driven by our acquisitions of and investments in complementary businesses and technologies that grow our platform offerings, expand our reach and strengthen valuable relationships. However, there can be no assurance that we will find attractive acquisition or investment targets in the future, that we will acquire or invest in them at attractive prices, that we will succeed at effectively managing integration into our existing operations or that such acquisitions or investments will be well received by our current and potential customers or our investors. We could also encounter higher-than-expected earn-out payments, unforeseen transaction- and integration-related costs or delays or other circumstances such as disputes with or the loss of key or other personnel from acquired businesses, challenges or delays in integrating systems or technology of acquired businesses, a deterioration in our key relationships, harm to our reputation with customers, interruptions in our business activities or unforeseen or higher-than-expected inherited liabilities. Many of these potential circumstances are outside of our control and any of them could result in increased costs, decreased revenue, decreased synergies or the diversion of management time and attention.

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In order for us to continue to grow our business through acquisitions and investments we will need to identify appropriate opportunities and acquire them at attractive prices. We may choose to pay cash, incur debt or issue equity securities to pay for any such acquisition. The incurrence of indebtedness would result in increased fixed obligations and could also include covenants or other restrictions that would impede our ability to manage our operations. The sale of equity to finance any such acquisition, or the issuance of equity to pay purchase consideration, would result in dilution to our stockholders.

Sellers in our acquisition of Visitor Reach and investment in Midwestern have repurchase rights during specified periods, and any exercise of such rights could adversely affect our business, financial condition and results of operations. The existence of the repurchase rights may increase the likelihood ofimpairment charge, complicate the overall integration process and decrease the benefits potentially realizable from investment synergies.

In connection with our acquisition of Visitor Reach and investment in Midwestern, we granted the counterparties contractual rights to repurchase a portion of the business interests that we acquired, subject to certain conditions and over specified periods. If any such repurchase rights are exercised, we may be required to unwind part or all of a completed acquisition or divest all or a portion of a completed investment, on terms that may not be favorable to us, which could result in the loss of strategic or core assets or future revenue streams. The exercise of these repurchase rights may also require us to deconsolidate such entities from our consolidated financial statements, which would adversely affect our financial condition, results of operations and prospects. For example, if all repurchase rights outstanding as of January 31, 2025 were exercisable as of such date and were exercised on such date, we would be required to deconsolidate $0.2 million, or 0.8%, of our fiscal 2024 revenue and $0.1 million, or an immaterial percent, of our fiscal 2024 net loss. If all repurchase rights outstanding as of July 31, 2025 were exercisable as of such date and were exercised on such date, we would be required to deconsolidate $3.6 million, or 12.7%, of our revenue and $0.9 million, or 1.2%, of our net loss for the six months ended July 31, 2025.

The exercise of repurchase rights may also lead to other financial and operational disruption and require us to restructure our operations or write down previously recognized goodwill or intangible assets. Moreover, the existence of repurchase rights may affect our ability to integrate acquired businesses and reduce the certainty of long-term ownership, which could adversely affect our ability to realize the benefits of these acquisitions and investments. Such repurchase rights increase the consideration paid for acquisitions, which then may also increase the likelihood that we take impairment charges subsequent to the closing of acquisitions or investments, for example, as occurred subsequent to our acquisition of Outreach.

Sellers in certain of our prior investments have the right to require Mr. Beck and certain of his affiliates to purchase the Gloo shares received in such transactionat a given price during specified periods. If such rights are exercised and Mr. Beck chooses to sell a substantial number of the shares of Class A common stock owned by him or his affiliates to obtain funding for such purchases, the market price of our Class A common stock could decline.

In connection with certain of our prior investments, Mr. Beck has granted sellers the right to require him and certain of his affiliates, who collectively own a significant number of our outstanding shares of common stock, to purchase the Gloo shares received in the transaction at a given price during specified periods. If any such rights are exercised, Mr. Beck and his affiliates may choose to liquidate a substantial number of our shares of Class A common stock to finance the purchase price. Any substantial sale of shares by Mr. Beck or his affiliates could cause the market price of our Class A common stock to decline.

We may be required to acquire full ownership of Barna Holdings LLC under unfavorable terms upon the termination of an executive officer of such third-party company, which could materially adversely affect our financial condition and operating results.

In February 2025, we acquired a 49% equity interest in Barna Holdings LLC. Under the organizational documents of Barna Holdings LLC and an employment agreement with one of its executives, if such executive is terminated under certain conditions and circumstances, we may be obligated to acquire the remaining ownership interest in Barna Holdings LLC at fair market value as determined by an independent qualified appraiser. Such acquisition may occur at a time or on terms that we do not believe to be favorable to us and may require us to make a significant unplanned capital expenditure. Such acquisition could materially affect our liquidity, require us to raise additional capital and divert management attention, each of which could materially adversely affect our financial condition and results of operations.

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Acquisitions and investments could divert the attention of management, disrupt our business and otherwise adversely affect our business, financial condition and results of operations.

As part of our business strategy, we have made and intend to continue to make acquisitions and investments to expand our platform offerings and grow our business in response to changing technologies and competitive pressures. Any acquisition or investment, including the integration process, requires significant time and resources that may divert the attention of our management from day-to-day operations, strain our internal resources and disrupt our business, and we may not be able to manage the process successfully. Even when acquisitions and investments are completed successfully, we may face challenges integrating the acquired business, including aligning cultures, systems, personnel, customer relationships and operational processes. If we fail to successfully integrate acquisitions or investments, our business, results of operations, financial condition and prospects could be harmed. Our strategy may change over time and future acquisitions and investments we complete could be viewed negatively by customers, users, advertisers, investors or other parties with whom we do business. We may not successfully evaluate or utilize the acquired technology and accurately forecast the financial impact of an acquisition, including accounting charges. We may also incur unanticipated liabilities that we assume as a result of acquiring companies.

If we cannot maintain our company culture as we grow through acquisitions and investments, our business, financial condition, results of operations and prospects may be harmed.

We believe our culture is a critical component of our success to date. Any failure to preserve our culture as we grow through acquisitions and investments could negatively affect our ability to retain and recruit personnel, which is critical to our growth, and to effectively focus on and pursue our corporate objectives. As we grow and develop, we may find it difficult to maintain core values and mission alignment. If we are unable to successfully preserve our culture during periods of growth, we may experience reduced morale, lower retention rates of key personnel and decreased engagement. If we are not able to maintain our culture, we could lose the innovation, passion and dedication of our team. A failure to maintain our culture may adversely affect our business, financial condition, results of operations and prospects.

Risks Related to Our Technology and Intellectual Property

Interruptions or performance problems associated with our platform and the technology we use might harm our business, financial condition and results of operations.

Our reputation and ability to attract, retain and serve our customers is dependent upon the reliable performance and security of our technology systems and those of third parties, including data center hosting facilities, that we use in our operations. These systems may be subject to damage or interruption, including from earthquakes, adverse weather conditions, other natural disasters, terrorist attacks, power loss, telecommunications failures and cybersecurity breaches. We believe the risk of us suffering physical- and cyber-attacks is uniquely heightened due to our close affiliation with the faith and flourishing ecosystem. Interruptions in these systems, or with the internet in general, could leave our service unavailable or degraded, or otherwise hinder our ability to deliver our platform offerings to our customers. Service interruptions, errors in our software or the unavailability of technology systems used in our operations could diminish the overall attractiveness of our platform offerings to existing and potential customers. Such systems are also vulnerable to cybersecurity breaches, including cyber-attacks such as computer viruses, denial-of-service attacks, physical or electronic break-ins and similar disruptions. These systems periodically experience directed attacks intended to lead to interruptions and delays in our service and operations as well as loss, misuse or theft of data. Any attempt by hackers to obtain our data (including customer and corporate information) or technology (including digital content assets), disrupt our service or otherwise access our systems, or those of third parties we use, if successful, could harm our business, be expensive to remedy and damage our reputation. We have implemented certain systems and processes to thwart hackers and protect our data and systems. To date, hackers have not had a material impact on our service or systems; however, there can be no assurance that hackers may not be successful in the future. Efforts to prevent hackers from disrupting our service or otherwise accessing our systems are expensive to implement and may limit the functionality of or otherwise negatively impact our service offering and systems. Any significant disruption to our service or access to our systems could result in a loss of customers and adversely affect our business and results of operation.

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We depend on the ability of users and customers to access the internet. Currently, this access is provided by companies that have significant market power in the broadband and internet access marketplace, including incumbent telephone companies, cable companies, mobile communications companies, government-owned service providers, device manufacturers and operating system providers, any of whom could take actions that degrade, disrupt or increase the cost of access to our platform offerings, which would, in turn, negatively impact our business. The adoption of any laws, rules or regulations that adversely affect the use of the internet, including laws, rules, regulations or practices limiting internet neutrality, could decrease the demand for, or the usage of, our platform offerings, increase our cost of doing business and adversely affect our business, financial condition and results of operations. We also rely on other companies to maintain reliable network systems that provide adequate speed, data capacity and security to us and our users. Because our customers use these services for important aspects of their organizations and ministries, any defects, delays or disruptions in service or other performance problems with our platform could hurt our reputation and damage our customers’ operations. Frequent or persistent service interruptions could cause customers to believe that our platform offerings are unreliable and undermine our operations. To the extent that we do not effectively address capacity constraints, upgrade our systems as needed or continually develop our technology and network architecture to accommodate actual and anticipated changes in technology, our business, results of operations, financial condition and prospects could be harmed.

We depend on the interoperability of our platform across third-party applications and services that we do not control.

Our platform is designed to integrate with, and operate alongside, a wide range of third-party applications and services, some of which are critical to the operation of our platform. These include, for example, Amazon Web Services, Bandwidth and Stripe. As our platform expands and evolves, we may have an increasing number of integrations with other third-party applications, products and services. Third-party applications, products and services are constantly evolving, and we may not be able to maintain or modify our platform to ensure its compatibility with our publishers following development changes. In addition, some of our competitors or technology partners may take actions that disrupt the interoperability of our platform with their own products or services, or exert strong business influence on our ability to, and the terms on which we operate. As our platform evolves, we expect the types and levels of competition to increase. Should any of our competitors or technology partners modify their solutions, standards or terms of use in a manner that degrades the functionality or performance of our platform or is otherwise unsatisfactory to us or gives preferential treatment to competitive solutions or services, our business, financial condition, results of operations and prospects could be adversely affected.

We are developing new AI platform offerings and incorporating AI-technology into certain of our platform offerings, which may result in operational, financial and reputational harm and other adverse consequences to our business.

We are focused on developing AI-powered offerings on our platform and incorporating AI into existing offerings. The technologies underpinning these features are in the early stages of commercial use and exist in an emerging regulatory environment, which presents regulatory, litigation, ethical, reputational, operational and financial risks. U.S. and international governmental bodies and regulators have proposed, or are in the process of developing, new laws and regulations related to the use of AI and machine learning technologies. For example, the EU Artificial Intelligence Act and the Colorado Artificial Intelligence Act regulate the development and deployment of AI technologies. The way in which regulators and governments ultimately interpret or enforce new and proposed AI regulations may impose obligations related to our development, offering and use of AI technologies and expose us to increased risk of regulatory enforcement and litigation. It may also impact our customers’ and potential customers’ demand for our AI-powered offerings.

We also expect that many of our generative AI features will include the processing of confidential information and may be subject to laws, policies, legal obligations and codes of conduct related to privacy. There is uncertainty about the extent to which privacy laws apply to AI technologies, and any delay in addressing privacy concerns relating to our AI features may result in liability or regulatory investigations and fines, as well as harm to our sales and reputation. In addition, issues relating to intellectual property rights in AI-generated content have not been fully addressed by the courts, laws or regulations. Accordingly, the use of AI technologies and the implementation of generative AI technologies into our platform offerings may result in exposure to claims related to infringement or other violation of a third party’s intellectual property rights or other third-party rights.

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Furthermore, many of our AI features may rely on third-party service providers. As such, any improper processing of confidential information or personal information by these service providers could harm our reputation, business or customers, or expose us to legal liability. Any disruption or failure in our AI systems or infrastructure, or those of our third-party service providers, could result in delays or errors in our operations, which could harm our business and financial results. As with many innovations, AI presents risks and challenges that could affect its adoption, and therefore our business. AI algorithms or training methodologies may be flawed. Datasets may be overbroad, insufficient, or contain biased information. Our generative AI technology features may also generate output that is misleading, insecure, inaccurate, harmful or otherwise flawed, which may harm our reputation, business or customers, or expose us to legal liability. Also, some AI scenarios present ethical issues. If we enable or offer AI solutions that are controversial because of their purported or actual impact on human rights, privacy, employment or other social issues, we may experience reputational harm.

New and emerging AI technologies may require additional investment in the development and maintenance of various models, approaches and processes, as well as development of protections and safeguards for the use of AI technologies, which may be expensive and could impact our financial results if we decide to further expand generative AI into our platform offerings. Likewise, the use of AI involves significant technical complexity and requires specialized expertise. The success of any enhancement or new product depends on many factors, including its relevance to our customers, timely implementation and market acceptance. If our AI-powered platform offerings fail to achieve widespread market adoption or there is a reduction in demand due to a lack of customer acceptance, technology challenges, strengthening competition, weakening economic conditions or cybersecurity or privacy concerns, our business could be harmed and our financial results could be adversely affected.

If we or our third-party service providers experience a cybersecurity breach or other incident, including any breach or incident that allows, or is perceived to allow, unauthorized access to our platform or our data, our reputation and brand, business, financial condition and results of operations could be adversely affected.

We rely on our own and our third-party service providers’ platforms, computer systems, hardware, software, technology infrastructure and online sites and networks for both internal and external operations that are critical to our business (collectively, IT Systems). We own and manage some of these IT Systems but also rely on third parties for a range of IT Systems and related products and services, including but not limited to cloud computing services. Because we make extensive use of third-party suppliers and service providers, such as cloud services that support our internal and customer-facing operations, disruptions to or unauthorized access to third-party IT Systems can adversely affect our business, financial condition and results of operations. If we experience difficulties in implementing new or upgraded IT systems or experience significant failures of our IT Systems, or if we are unable to successfully modify our IT systems to respond to changes in our business needs, our ability to run our business could be adversely affected. It is also possible that our competitors could develop better platforms than ours, which could adversely affect obtaining and retaining our customers. Any of these or other related problems could, in turn, adversely affect our business, reputation and brand, financial condition and results of operations.

We may rely on third parties when deploying, servicing or otherwise operating our IT Systems, and in doing so, expose them and therefore us to security risks outside of our direct control. Specifically, certain third parties who create applications that integrate with our platform may receive, store or otherwise process our and our customers’ information, including confidential, sensitive or personal information and other information about individuals, our customers, employees, contractors and business partners (Sensitive Information). Our third-party service providers may fail to adequately secure their or our IT Systems or our data. Our ability to monitor our service providers’ security is limited, and, in any event, third parties may be able to circumvent those security measures. Moreover, techniques used to obtain unauthorized access to systems and networks change frequently and may not be known until launched against us or our third-party service providers. These risks also are heightened when service providers work remotely. The use of our platform involves the transmission, storage and processing of Sensitive Information. The secure processing, maintenance, transmission and storage of our Sensitive Information is critical to us, and we devote significant resources to protecting this information.

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Additionally, remote working arrangements at our company, and many of our third-party providers, increase cybersecurity risks due to the challenges associated with managing remote computing assets and security vulnerabilities that are present in many non-corporate and home networks. The unprecedented scale of remote work may require additional personnel and resources, which nevertheless cannot be guaranteed to fully safeguard all IT Systems and information upon which we rely.

We face numerous and evolving cybersecurity risks, including from diverse threat actors, such as state-sponsored organizations, opportunistic hackers and hacktivists, as well as through diverse attack vectors, such as social engineering/phishing (including on our customers and end customers), malware (including ransomware attacks), malfeasance by insiders, human or technological error, or other techniques used to obtain unauthorized access, disable or degrade services or sabotage systems, and as a result of malicious code embedded in open-source software, or misconfigurations, “bugs” or other vulnerabilities in commercial software that is integrated into our (or our suppliers’ or service providers’) IT Systems. We may be unable to detect, prevent, mitigate, remediate or otherwise respond to cybersecurity breaches or other incidents, or to avoid a material adverse impact to our IT Systems, data or business. Notwithstanding our efforts, we and our third-party service providers have failed to and may in the future fail to detect cybersecurity breaches or other incidents, including potential breaches or incidents that may compromise our IT Systems or data, and may face difficulties or delays in identifying any such breaches or incidents. Such breaches or incidents have resulted in and may in the future result in theft, loss, damage, unavailability of, or unauthorized access to or use, disclosure, modification or other processing of, our data, loss of access to our data or IT Systems or cause other business delays or disruptions.

In providing our platform we often manage, use and store Sensitive Information, and we expect these activities to increase, including through the use of AI and our managed IT services. Any actual or perceived cybersecurity breach or other incident, including any unauthorized or inadvertent access to, our IT Systems and the loss or unavailability of, unauthorized access to, or unauthorized use, disclosure, modification or other processing of, our data, could result in regulatory investigations and other proceedings, orders and other obligations, claims, demands, litigation and other proceedings, indemnity obligations, damages, penalties, fines and incurring other costs, violations of applicable laws and regulations and other liabilities, the perception that our platform offerings are insecure and the loss of existing customers or failure to attract and retain new customers, which could have a material and adverse effect on our business, financial condition and results of operations. We also could be required to divert substantial resources to prevent further cybersecurity breaches or other incidents. We have experienced such incidents in the past, and may experience similar incidents in the future. While to date no incidents have had a material impact on our operations or financial results, we cannot guarantee that material incidents will not occur in the future. We cannot be certain that our insurance coverage will be adequate for all liabilities incurred relating to any cybersecurity breach or incident, or that insurance will continue to be available to us on economically reasonable terms, if at all.

If we do not adequately maintain or protect or effectively enforce our technology or intellectual property rights, our business, financial condition and results of operations could be materially adversely affected.

We rely on a combination of trademark, trade secret and copyright protections, and contractual restrictions to protect our intellectual property rights. However, effective intellectual property rights protection is expensive to obtain and maintain, including with respect to the expenses and costs of clearing, prosecuting, registering, maintaining, defending and enforcing our intellectual property rights. Although we may incur substantial costs in protecting our technology and intellectual property, we cannot be certain that we have adequately protected or will be able to adequately protect our technology and intellectual property or that our competitors will not be able to utilize our existing technology or develop similar technology independently. Given the costs and expenses of registering and maintaining, protecting, defending and enforcing our intellectual property rights, we may choose not to register, maintain, protect, defend or enforce certain intellectual property rights that later turn out to be important. Further, we may not timely or successfully register our trademarks or otherwise secure our intellectual property rights, or timely challenge the intellectual property rights of others. Our efforts to protect, maintain or enforce our intellectual property rights may be ineffective and could result in substantial costs and diversion of resources, which could adversely affect our business, financial condition and results of operations.

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Despite our efforts to protect our technology and intellectual property rights, it may be possible for third parties to obtain and use our technology and intellectual property without our consent. In addition, unauthorized parties may also independently develop technology and intellectual property similar to ours, or obtain access to our trade secrets, know-how or other technology through various methods, including through cybersecurity attacks, or reverse engineering, and our methods of protecting this technology may be inadequate. We have in the past been, and may in the future be, subject to others infringing or otherwise violating our intellectual property rights. Competitors have adopted, and may in the future adopt, trademarks similar to ours, thereby harming our ability to build brand identity and possibly leading to end-customer confusion. We believe that the protection of our trademark rights is an important factor in product recognition, protecting our brand and maintaining goodwill and if we do not adequately protect our rights in our trademarks from infringement, any goodwill that we have developed in those trademarks could be lost or impaired, which could harm our brand and our business. Additionally, litigation or proceedings before state and federal courts of the Unites States, the U.S. Patent and Trademark Office or other governmental authorities and administrative bodies in the United States and abroad may be necessary in the future to protect or enforce our intellectual property rights, defend our business activities and determine the validity and scope of the intellectual property rights of others.

Intellectual property infringement assertions or other assertions of violations of intellectual property rights by third parties could result in significant costs and adversely affect our business, financial condition, results of operations and reputation.

We operate in an industry with relatively frequent intellectual property disputes and litigation. Other parties have in the past asserted, and may assert in the future, that we have infringed or otherwise violated their intellectual property rights. We could be required to pay substantial damages or cease using technology, trademarks or other intellectual property or taking actions that are deemed infringing or otherwise violating third party intellectual property rights. In addition, despite our efforts to ensure that our employees, consultants, vendors and service providers do not infringe or otherwise violate the intellectual property rights of third parties in their work for us, we have in the past been, and may in the future be, subject to claims that we or our employees, consultants, vendors or service providers have inadvertently or otherwise infringed or otherwise violated a third party’s intellectual property rights. Further, we cannot predict whether claims of infringement or other violations of a third-party’s intellectual property rights would substantially adversely affect our business, financial condition and results of operations. The defense of these claims, whether they are with or without merit or are determined in our favor, may result in costly litigation and diversion of technical and management personnel. In addition, we may be unable to meet our obligations to customers under our customer contracts or to compete effectively, and our revenue and results of operations could be adversely impacted. We may need to license intellectual property rights or technology from third parties which may require us to pay royalties or make one-time payments. We might also be obligated to indemnify our customers or other companies in connection with any such litigation and to obtain licenses, modify our technology or refund fees, which could harm our financial results. Further, an adverse outcome of any such claim may harm our brand and reputation, and require us to pay damages, potentially including treble damages and attorneys’ fees if we are found to have willfully infringed a party’s patent, trademark or copyright rights, cease use of intellectual property alleged to infringe or otherwise violate the intellectual property of others, or otherwise cease making, licensing or using technology that is alleged to infringe or otherwise violate the intellectual property rights of others, expend additional development resources to redesign our offerings, or enter into potentially unfavorable royalty or license agreements in order to obtain the necessary rights under such third party’s intellectual property rights. Royalty or licensing agreements with respect to intellectual property rights of third parties, if required, may not be available on terms favorable to us, or available at all. Even if these matters do not result in litigation or are resolved in our favor or without significant cash settlements, the time and resources necessary to resolve them could adversely affect our business, reputation, financial condition, results of operations and reputation.

Our business involves hosting, distributing and training AI models on large quantities of third-party content.

Our business involves hosting, distributing and training AI models on content supplied by others, including licensed and public datasets. Some of that content may violate a third party’s rights or a law, rule or regulation, and we could face lawsuits, liability or negative publicity for hosting or distributing such content, such as claims for fraud, defamation, libel, invasion of privacy, negligence, copyright or trademark infringement or other theories based on the nature of such information or content. Such lawsuits, liability, negative publicity or claims, with or without merit, could be costly to defend or divert the attention of our management or other personnel.

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While we take steps to mitigate such risks, we cannot guarantee that those steps will be effective or sufficient to protect us from liability or to minimize our costs. Preventing or responding to these actions may require us to make substantial investments in people and technology and these investments may not be successful, adversely affecting our business, financial condition and results of operations. For example, we take steps to avail ourselves of the safe harbor for copyright infringement under the Digital Millennium Copyright Act of 1998 (DMCA). The DMCA is intended, among other things, to reduce the liability of online service providers with respect to user-uploaded content. Under the DMCA there are safe harbors for copyright infringement available for online service providers that provide specific services, if they take certain affirmative steps as required under the DMCA. The applications and interpretations of the statutory requirements of the DMCA are evolving and may be modified by court rulings and industry practice. We therefore cannot guarantee that we will meet the safe harbor requirements of the DMCA, despite our efforts to do so. If we fail to comply with such statutory requirements or if the interpretations of the DMCA change, we may be subject to liability for copyright infringement resulting from our hosting and distribution of user-generated content.

Our platform offerings contain third-party open-source software components, and failure to comply with the terms of the underlying open source software licenses could adversely affect our business, results of operations, financial condition and prospects.

Our platform contains software modules licensed to us by third-party authors under “open source” licenses. In addition to our proprietary algorithms, we use open source large language models as the base for our fine-tuned models. Use and distribution of open source software may entail greater risks than use of third-party commercial software, as open source licensors generally do not provide support, warranties, indemnification or other contractual protections regarding infringement claims or the quality of the code. In addition, the public availability of such software may make it easier for others to compromise our platform.

Some open source licenses contain requirements that may, depending on how the licensed software is used, modified or distributed, require that licensees make available source code for modifications or derivative works created based upon the licensed open source software, authorize further modification and redistribution of that source code, make that source code available at little or no cost, or grant other licenses to the licensee’s intellectual property. If we combine our proprietary software with open source software in a certain manner, we could, under certain open source licenses, be required to release the source code of our proprietary software under the terms of an open source software license. This could enable our competitors to create similar offerings with lower development effort and time and ultimately could result in a loss of our competitive advantages. Alternatively, to avoid the release of the affected portions of our source code, we could be required to purchase additional licenses, expend substantial time and resources to re-engineer some or all of our software or cease use or distribution of some or all of our software until we can adequately address the concerns.

Although we require vendors of open source software to be reviewed by our vendor management process, compliance with that policy may be inconsistent. We have not formalized the policies or procedures to monitor our use of open source software. The terms of many open source licenses have not been interpreted by U.S. or foreign courts, and there is a risk that these licenses could be construed in a way that could impose unanticipated conditions or restrictions on our ability to provide or distribute our platform offerings. From time to time, there have been claims against companies that incorporate open source software into their offerings alleging that the use of such open source software infringes upon the intellectual property rights of a third party. As a result, we could be subject to similar lawsuits by third parties with respect to our use of software that we believe to be open source software. If we are held to have breached or failed to fully comply with all the terms and conditions of an open source software license, we could face infringement or other liability, or be required to seek licenses from third parties to continue providing our platform on terms that are costly or not economically feasible, to re-engineer our platform, to discontinue or delay the provision of our platform if re-engineering could not be accomplished on a timely basis, or to make our proprietary code generally available in source code form, any of which could adversely affect our business, financial condition or results of operations.

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Risks Related to Regulation and Taxation

Our business is subject to complex and evolving laws, regulations and industry standards, and unfavorable interpretations of, or changes in, or our actual and perceived failure to comply with these laws, regulations and industry standards could substantially harm our business and results of operations.

We are subject to a number of laws and regulations that apply generally to businesses, including laws and regulations governing the internet and the marketing, sale and delivery of services over the internet. These laws and regulations, which continue to evolve, cover, among other things, taxation, tariffs, privacy, cybersecurity, pricing, content, copyrights, distribution, mobile and telecommunications, advertising practices, electronic contracts, sales procedures, automatic subscription renewals, credit card processing procedures, consumer and business financial products, insurance products, consumer protection, payroll compliance, the design and operation of websites and the characteristics and quality of products that are offered online. We cannot guarantee that we have been or will in the future be fully compliant with such laws and regulations in every jurisdiction, as it is not entirely clear in every jurisdiction how existing laws and regulations governing such areas apply or will be enforced. Moreover, as the regulatory landscape continues to evolve, increasing regulation and enforcement efforts by federal, state and foreign authorities, and the prospects for private litigation claims, become more likely. In addition, the adoption of new laws or regulations, or the imposition of other legal requirements, that adversely affect our ability to market or sell our platform could harm our ability to offer, or negatively affect contractor demand for, our platform, which could impact our revenue, impair our ability to expand our platform and service offerings, and make us more vulnerable to competition. Future regulations, or changes in laws and regulations or their existing interpretations or applications, could also require us to change our business practices and raise compliance costs or other costs of doing business. Additionally, various federal, state and foreign labor laws govern our relationships with our employees and affect operating costs. These laws include employee classifications as exempt or non-exempt, minimum wage requirements, unemployment tax rates, workers’ compensation rates, overtime, family leave, workplace health and safety standards, payroll taxes, citizenship requirements and other laws and regulations. The number and type of laws applicable to us and our workforce will grow as our remote workforce increases. Significant additional laws or regulations, or our failure to comply with any laws and regulations that now, or could in the future, apply to our business could materially adversely affect our business, financial condition, results of operations and prospects. In addition, changes in regulations could negatively impact the business environment for the industry we operate in. Laws and regulations are rapidly evolving and may change significantly in the future.

If we fail or are alleged to fail to comply with privacy or cybersecurity laws, regulations and other obligations, our business, financial condition, results of operations and reputation could be materially adversely affected.

We receive, collect, store, use and otherwise process personal information and other confidential or proprietary data, for numerous purposes, including legal, marketing and other business-related purposes. Depending on various factors, including the nature of the information and the relationship with our users, we may act as either a data controller or business, or a data processor or service provider, each of which carries distinct legal and regulatory commitments under applicable privacy laws. As a data controller or business, we are directly responsible for determining the purposes and means of processing personal information, which subjects us to stringent requirements, including regarding privacy, transparency and accountability. Conversely, when we act as a data processor or service provider on behalf of our clients, we are obligated to process personal information in accordance with their instructions and applicable contractual terms and privacy laws.

We are subject to laws, regulations and other obligations that govern privacy and cybersecurity, including with respect to marketing, consumer protection and our collection, storage, sharing, use, disclosure, protection, sale and other processing of personal information. The regulatory framework for privacy and cybersecurity may be subject to new or differing interpretations, inconsistent, or conflicting with, other obligations, and is expected to remain rapidly evolving and to increase our compliance costs and liability exposure.

Many of these laws, regulations and other obligations impose differing obligations depending on whether we are acting as a data controller or business, or a data processor or service provider. For example, as a data controller or business, we are required to meet obligations around obtaining data subject consents, enabling individuals to exercise their rights under applicable laws, and ensuring data accuracy. As a data processor or service provider, our primary obligations focus on implementing appropriate security measures, following the instructions of the data controller or business and assisting the controller or business in meeting its own compliance requirements. These dual roles increase the complexity of our compliance efforts and the potential for liability in the event of a breach or regulatory violation.

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In the United States, privacy and cybersecurity laws include rules and regulations promulgated under the authority of the Federal Trade Commission, the Electronic Communications Privacy Act, the Computer Fraud and Abuse Act, the California Consumer Privacy Act of 2018 (CCPA) and other state and federal laws relating to privacy and cybersecurity. The CCPA requires covered companies to make certain disclosures to California consumers about their data collection, use and sharing practices, allows consumers to opt out of the sale of personal information to third parties, and provides a private right of action and statutory damages for data breaches. The California Privacy Rights Act of 2020 (CPRA), which took effect on January 1, 2023, amended the CCPA by imposing additional requirements, including granting California residents the ability to limit the use of their sensitive information, imposing penalties for violations concerning California residents under the age of 16, and establishing the California Privacy Protection Agency to implement and enforce the law. While the CPRA regulations introduced more stringent requirements, many of these regulations remain incomplete or subject to legal challenges, creating significant uncertainty and compliance challenges.

The enactment of the CCPA has spurred a wave of similar legislative developments in other states, resulting in a complex patchwork of overlapping but sometimes differing privacy laws. For example, Virginia, Colorado, Utah and Connecticut have enacted general privacy laws that became effective in 2023; Florida, Montana, Oregon and Texas have enacted privacy laws that became effective in 2024; Delaware, Iowa, Maryland, Minnesota, Nebraska, New Hampshire, New Jersey and Tennessee have enacted privacy laws that became effective in 2025; and Indiana, Kentucky and Rhode Island have enacted privacy laws that become effective in 2026. Each of these laws imposes unique compliance requirements and creates additional challenges for maintaining consistency across jurisdictions. At the federal level, there is ongoing discussion about the possibility of comprehensive privacy legislation. However, no uniform standard has been enacted, and state-level activity continues to shape the regulatory landscape. The evolving nature of privacy and cybersecurity laws increases our compliance costs and potential liability as we navigate variations in requirements across jurisdictions.

Additionally, the Department of Justice recently issued a final rule which took effect in April 2025 that places limitations, and in some cases prohibitions, on certain transfers of sensitive personal data to business partners located in China or with other specified links to China (and other designated countries). These rules also may broadly require us to extract promises from business partners that they will not transfer data we share with them onward to parties linked to countries of concern.

We are also subject to a variety of industry standards, contractual and other obligations, such as self-regulatory guidelines, that govern our privacy and cybersecurity practices. These obligations require us to, for example, implement opt-out mechanisms, provide detailed disclosures and adhere to principles such as transparency and accountability. Failure to comply or to meet industry expectations with respect to these obligations could result in regulatory investigations, negative publicity, private litigation or other proceedings, which could adversely impact our reputation, increase costs and damage our business.

As we expand our operations and data-related solutions, the scrutiny on our data collection, use, sharing and processing practices may increase. Future laws and regulations could impose additional restrictions on data processing, including requirements for explicit consent, limitations on data retention or increased data subject rights. These changes may require us to redesign our platform, increase compliance costs or limit our ability to collect and use data, potentially reducing demand for our offerings. Additionally, as we continue to expand and develop new products and services, we may face challenges in uniformly applying compliance standards, particularly as requirements evolve or as certain legacy systems and processes are integrated into our broader platform. Any failure to fully implement or apply these standards across our offerings could result in increased compliance costs, reputational harm, loss of customer trust, regulatory scrutiny or legal liability, which could adversely affect our business, financial condition and results of operations.

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While we have implemented measures designed to address privacy and cybersecurity laws, regulations and other obligations, we may, or may be perceived to have, not done so consistently across all our products and services. For instance, while we have completed a SOC 2 Type II audit, the scope of the system for this certification does not incorporate all of our products and services. This limitation may expose us to risks if customers or regulators expect all our offerings to meet the standards set forth in the certification or if gaps in compliance across different products create vulnerabilities.

Compliance with privacy and cybersecurity laws, regulations and other obligations is, and is likely to remain, uncertain for the foreseeable future. We cannot guarantee that we have been or will in the future be fully compliant with such laws, regulations and other obligations in every jurisdiction. Complying with these laws, regulations or other obligations may require us to modify our platform offerings, incur substantial compliance, technical and operational costs, modify our practices and restrict our business operations. Any failure or perceived failure to comply with these laws, regulations and other obligations relating to privacy or cybersecurity, including our own privacy policies, may result in regulatory investigations or enforcement actions, litigation (including individual or class action lawsuits), claims or public statements against us by consumer advocacy groups or others, and could result in significant monetary liability, fines, penalties, loss of customers, reputational harm and loss of goodwill and trust, which could have a material and adverse effect on our business, financial condition, results of operations and reputation.

Failure to comply with anti-bribery and anti-corruption laws and anti-money laundering laws, export controls, trade and economic sanctions and similar laws, could subject us to penalties and other adverse consequences.

Failure to comply with anti-bribery, anti-corruption, anti-money laundering, export controls, trade and economic sanctions, and similar laws could subject us to penalties and other adverse consequences. We are subject to the U.S. Foreign Corrupt Practices Act of 1977, as amended (the FCPA), the U.S. domestic bribery statute contained in 18 U.S.C. § 201, the U.S. Travel Act, the USA PATRIOT Act and other federal, state and local laws that address anti-bribery, anti-corruption and anti-money laundering. If we expand internationally, we may become subject to the anti-corruption, anti-bribery and anti-money laundering laws of other countries. Anti-corruption and anti-bribery laws have been enforced aggressively in recent years and are interpreted broadly to generally prohibit companies, their employees, agents, representatives, business partners and third-party intermediaries from authorizing, offering or providing, directly or indirectly, improper payments or benefits to recipients in the public or private sector.

If we pursue international expansion, our risks under these laws may increase as we, our employees, agents, representatives, business partners and third-party intermediaries may have direct or indirect interactions with officials and employees of government agencies or state-owned or affiliated entities and we may be held liable for the corrupt or other illegal activities of these employees, agents, representatives, business partners or third-party intermediaries even if we do not explicitly authorize such activities. These laws also require that we keep accurate books and records and maintain internal controls and compliance procedures designed to prevent any such actions. While we will have policies and procedures to address compliance with such laws, we cannot assure you that none of our employees, agents, representatives, business partners or third-party intermediaries will take actions in violation of our policies and applicable law, for which we may be ultimately held responsible.

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In some cases, our solutions may be subject to U.S. and foreign export controls, trade and economic sanctions and import laws and regulations. Governmental regulation related to the import or export of our solutions or our failure to obtain any required import or export authorization for our solutions, when applicable, could harm future international sales and adversely affect our revenue. U.S. export control laws and trade and economic sanctions prohibit the shipment of certain products and services to countries, governments, and persons targeted by U.S. sanctions without government authorization. In addition, various foreign governments may also impose controls, export license requirements, and/or restrictions that could be applicable to our solutions. If we fail to comply with export and import regulations and such trade and economic sanctions, penalties could be imposed, including fines and/or denial of certain export privileges. Compliance with applicable regulatory requirements regarding the export of our solutions may create delays in the introduction of our solutions in international markets or, in some cases, prevent the export of our solutions to some countries altogether. Moreover, any new export or import restrictions, new legislation or shifting approaches in the enforcement or scope of existing regulations, or in the countries, persons or products targeted by such regulations, could result in decreased use of our solutions by, or in our decreased ability to export our solutions to, existing or potential customers with international operations. Any decreased use of our platform offerings or limitation on our ability to export or sell our offerings could adversely affect our business, financial condition and results of operations.

Any allegations or violation of the FCPA or other applicable anti-bribery or anti-corruption laws, anti-money laundering laws or export controls and trade and economic sanctions could result in whistleblower complaints, sanctions, settlements, prosecution, enforcement actions, fines, damages, adverse media coverage, investigations, loss of export privileges, severe criminal or civil sanctions or suspension or debarment from U.S. government contracts, all of which may have an adverse effect on our reputation, business, results of operations and prospects. Responding to any investigation or action could result in significant diversion of management’s attention and resources and significant defense costs and other professional fees. In addition, the U.S. government may seek to hold us liable for successor liability for FCPA, export control or trade and economic sanctions violations committed by companies in which we invest or that we acquire. As a general matter, investigations, enforcement actions and sanctions could harm our reputation, business, financial condition and results of operations.

We identified material weaknesses in our internal control over financial reporting in connection with the preparation and audit of our financial statements for the fiscal years ended January 31, 2024 and 2025, and we may identify additional material weaknesses in the future that may cause us to fail to meet our reporting obligations or result in material misstatements of our financial statements. If we fail to remediate existing material weaknesses, identify additional material weaknesses or fail to establish and maintain effective internal control over financial reporting, our ability to accurately and timely report our financial results could be adversely affected.

We have been a private company since our inception and, as such, we have not had the internal control over financial reporting requirements of a publicly traded company. As a result of becoming a public company, we will be required to furnish a report by management on the effectiveness of our internal control over financial reporting. A material weakness is a deficiency or combination of deficiencies in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our financial statements will not be prevented or detected on a timely basis. To date, we have had limited financial and accounting personnel to fully execute our accounting processes and address our internal control over financial reporting. In connection with the preparation and audit of our financial statements for the fiscal years ended January 31, 2024 and 2025, we have identified material weaknesses in our internal control over financial reporting that could adversely affect our ability to accurately and timely report our financial results.

Specifically, we have identified deficiencies in our information technology general control (ITGC) environment, including deficiencies related to logical access and segregation of duties. These deficiencies exist within (1) certain enterprise resource planning systems (ERPs), (2) third-party financial systems that are integrated with these ERPs and are used in our financial reporting processes and (3) internally developed systems. Improper logical access management in these systems may increase the risk of unauthorized access to critical financial data, while inadequate segregation of duties could result in inappropriate or undetected changes to financial systems and data.

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Additionally, we identified insufficient documentation supporting the performance and effectiveness of certain control activities related to the financial close and reporting process. This includes the lack of timely execution of reviews and inadequate evidence of review procedures, which diminishes our ability to demonstrate that controls operated effectively throughout the reporting period.

We are in the process of implementing remediation plans to address these material weaknesses, including enhancements to our ITGC environment, improvements to segregation of duties and strengthening documentation and execution of our financial reporting controls. The material weaknesses will be considered remediated when our management designs and implements effective controls that operate for a sufficient period of time and management has concluded, through testing, that these controls are effective. Our management will monitor the effectiveness of our remediation plans and will make changes management determines to be appropriate. We cannot assure you that the measures we will implement will be sufficient to remediate the material weaknesses we have identified or avoid potential future material weaknesses. If the steps we take do not correct the material weaknesses in a timely manner, we will be unable to conclude that we maintain effective internal controls over financial reporting. Accordingly, there could continue to be a reasonable possibility that these deficiencies or others, individually and in the aggregate, could result in errors in our financial statements that may not be prevented or detected on a timely basis, potentially leading to a material misstatement, resulting in a restatement of financial statements, causing us to fail to timely meet our reporting obligations or causing investors to lose confidence in our reported financial information, which could cause a decline in the market price of our Class A common stock and we could be subject to sanctions or investigations by the SEC or other regulatory authorities including equivalent foreign authorities.

When we cease to be an “emerging growth company” as defined under the JOBS Act, our auditors will be required to express an opinion on the effectiveness of our internal controls, unless we are then eligible for any other exemption from such requirement. At such time, our independent registered public accounting firm may issue a report that is adverse, which would occur in the event we have a material weakness in our internal control over financial reporting. If new material weaknesses are identified in our internal control over financial reporting, our ability to record, process and report financial information accurately, and to prepare financial statements within the time periods specified by the rules and forms of the SEC, could be adversely affected which, in turn, may adversely affect our reputation and business and the market price of our Class A common stock. In addition, any such failures could result in litigation or regulatory actions by the SEC or other regulatory authorities, loss of investor confidence, delisting of our securities and harm to our reputation and financial condition, or diversion of financial and management resources from the operation of our business.

We engage in the solicitation of charitable contributions on behalf of nonprofit organizations from time to time, and as a result we are subject to regulatory, reputational and financial risks.

Many jurisdictions, both at the federal and state level, impose strict regulations on entities that engage in the solicitation of charitable funds on behalf of nonprofit organizations, including strict state-specific registration requirements. Any failure to maintain compliance with these laws and regulations could result in fines, enforcement actions or reputational damage. Organizations like ours that solicit and receive charitable contributions may be exploited and expose us to heightened money laundering risks and subject us to liability under applicable anti-money laundering laws. While we maintain stringent and comprehensive efforts to screen and monitor charitable contributions, there can be no assurance that these controls will be effective. Our success depends on the trust we maintain with our customers, and any failure to comply with the foregoing regulations could severely harm our brand and reputation and materially adversely affect our business.

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Our estimates or judgments relating to our critical accounting policies may be based on assumptions that change or prove to be incorrect, which could cause our results of operations to fall below expectations of securities analysts and investors, resulting in a decline in the market price of our Class A common stock.

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in our consolidated financial statements and accompanying notes. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, as described in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” The results of these estimates form the basis for making judgments about the recognition and measurement of certain assets and liabilities and revenue and expenses that is not readily apparent from other sources. Our accounting policies that involve judgment and use of estimates include the fair value of assets acquired and liabilities assumed in acquisitions and investments. If our assumptions change or if actual circumstances differ from those in our assumptions, our results of operations could be adversely affected, which could cause our results of operations to fall below the expectations of securities analysts and investors, resulting in a decline in the market price of our Class A common stock.

Our ability to use our net operating losses and certain other tax attributes to offset future taxable income may be subject to certain limitations.

As of January 31, 2025, the Company had approximately $1.3 million and $1.2 million of federal and state net operating loss carryforwards (NOLs), respectively. All of these NOLs carryforward indefinitely. The amount of federal NOLs arising in taxable years beginning after December 31, 2017, that we are permitted to deduct in a taxable year is limited to 80% of our federal taxable income in each such year to which the NOLs are applied. Similar limitations may apply to our state NOLs. Utilization of our NOLs and certain other tax attributes depends on many factors, including us attaining profitability, which cannot be assured. Due to our cumulative losses, we have recorded a full valuation allowance against our NOLs as of July 31, 2025.

In addition, our ability to utilize our federal NOLs and certain other tax attributes, may be limited under Sections 382 and 383 of the Internal Revenue Code of 1986, as amended (the Code). These limitations apply if we experience an “ownership change,” which generally occurs if one or more stockholders who own at least 5% of our stock increase their ownership (by value) by more than 50 percentage points over their lowest ownership percentage within a rolling three-year period. Similar rules may apply under state and local tax laws.

If we have undergone ownership changes, or if we undergo an ownership change in the future, including as a result of this offering, our ability to use our pre-change NOLs and other pre-change tax attributes (such as research and development tax credits) to offset our post-change income or taxes may be limited. Similar provisions of state tax law may also apply to limit the use of our state NOLs. Future changes in our stock ownership, some of which may be outside of our control, may result in an ownership change under these rules.

There is a risk that due to changes in tax law, regulatory changes or other unforeseen reasons, our existing NOLs or business tax credits could expire or otherwise become unavailable to offset future income tax liabilities. At the state level, there may also be periods during which the use of NOLs or business tax credits is suspended or otherwise limited, which could accelerate or permanently increase state taxes owed by us. For these reasons, we may not be able to realize a tax benefit from the use of our NOLs or tax credits, even if we attain profitability.

Our results of operations may be harmed if we are required to collect or pay sales or other taxes in jurisdictions where we have not historically done so.

The application of federal, state, local and foreign tax laws to services provided electronically is evolving. In particular, the applicability of sales and use taxes and other taxes, such as gross receipts, excise, digital service and telecom taxes, to our platform in various jurisdictions is unclear, and these rules and regulations are subject to varying interpretations that may change over time. We collect and remit sales tax and other taxes in the United States. It is possible, however, that we could face sales tax or other tax audits and that our liability for these taxes could exceed our estimates as tax authorities in the United States or other jurisdictions could still assert that we are obligated to collect additional tax amounts from our paying customers and remit those taxes to those authorities. We could also be subject to audits in states and foreign jurisdictions for which we have not accrued tax liabilities. A successful assertion that we should be collecting additional sales or other taxes in jurisdictions where we have not historically done so and do not accrue for such taxes could result in substantial tax liabilities for past sales, discourage organizations from using our platform or otherwise harm our business, financial condition and results of operations.

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Further, one or more state or other tax authorities could seek to impose additional sales, use, telecommunications tax or other tax collection and record-keeping obligations on us or may determine that such taxes should have, but have not been, paid by us. Liability for past taxes may also include substantial interest and penalty charges. Any successful action by state or other authorities to compel us to collect and remit sales tax, use tax, telecommunication tax or other taxes, either retroactively, prospectively or both, may harm our business, financial condition and results of operations.

Changes in tax laws and regulations and those which we are subject to in various tax jurisdictions could adversely affect our business, financial condition and results of operations.

We operate in multiple jurisdictions and are subject to tax laws and regulations of the U.S. federal, state and local and foreign governments. New income, sales, use, digital service or other tax laws, statutes, rules, regulations or ordinances could be enacted at any time. Those enactments could harm our domestic and international business operations and our business, financial condition and results of operations. Further, existing tax laws, statutes, rules, regulations or ordinances could be interpreted, changed, modified or applied adversely to us. For example, on July 4, 2025, the United States enacted new U.S. federal tax legislation commonly referred to as the One Big Beautiful Bill Act. We are currently evaluating the full impact of this legislation on us. The introduction of new, or changes to existing, tax laws could require us or our customers to pay additional tax amounts on a prospective or retroactive basis, as well as require us or our customers to pay fines and/or penalties and interest for past amounts deemed to be due. If we raise our prices to offset the costs of these changes, existing and prospective customers may elect not to purchase our offerings in the future. Additionally, new, changed, modified or newly interpreted or applied tax laws could increase our customers and our compliance, operating and other costs, as well as the costs of our offerings. Further, these events could decrease the capital we have available to operate our business. Any or all of these events may harm our business, financial condition and results of operations.

If we expand the scale of our international business activities, any changes in the U.S. or foreign taxation of such activities may increase our worldwide effective tax rate and harm our business, financial condition and results of operations. We may be subject to taxation in several jurisdictions around the world with increasingly complex tax laws, the application of which can be uncertain. The amount of taxes we pay in these jurisdictions could increase substantially as a result of changes in the applicable tax principles, including increased tax rates, new tax laws or revised interpretations of existing tax laws and precedents. An increase in our tax liabilities could harm our liquidity and results of operations. In addition, the authorities in these jurisdictions could review our tax returns and impose additional tax, interest and penalties, and the authorities could claim that various withholding requirements apply to us or assert that benefits of tax treaties are not available to us, any of which may harm us and our results of operations.

We are an emerging growth company and a smaller reporting company, and any decision on our part to comply only with certain reduced reporting and disclosure requirements applicable to emerging growth companies and smaller reporting companies could make our Class A common stock less attractive to investors.

We are an “emerging growth company,” as defined in the JOBS Act, and for as long as we continue to be an emerging growth company, we may choose to take advantage of exemptions from various reporting requirements applicable to other public companies but not to “emerging growth companies,” including:

•presentation of only two years of audited financial statements and related financial disclosure in this prospectus;

•exemption from the requirement to have our registered independent public accounting firm attest to management’s assessment of our internal control over financial reporting;

•exemption from compliance with the requirement of the PCAOB regarding the communication of critical audit matters in the auditor’s report on the financial statements;

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•reduced disclosure about our executive compensation arrangements; and

•exemption from the requirement to hold non-binding advisory votes on executive compensation or golden parachute arrangements.

We could continue to be an emerging growth company for up to five years following the completion of this offering. Our status as an emerging growth company will end as soon as any of the following takes place:

•the last day of the fiscal year in which we have at least $1.235 billion in annual revenue;

•the date we qualify as a “large accelerated filer,” with at least $700.0 million of equity securities held by non-affiliates;

•the date on which we have issued, in any three-year period, more than $1.0 billion in non-convertible debt securities; or

•the last day of the fiscal year ending after the fifth anniversary of the completion of this offering.

In addition, the JOBS Act provides that an emerging growth company may take advantage of an extended transition period for complying with new or revised accounting standards, delaying the adoption of these accounting standards until they would apply to private companies unless it otherwise irrevocably elects not to avail itself of this exemption. We have elected to use this extended transition period until we are no longer an emerging growth company or until we affirmatively and irrevocably opt out of the extended transition period. As a result, our consolidated financial statements may not be comparable to the financial statements of companies that comply with new or revised accounting pronouncements as of public company effective dates.

We are also a “smaller reporting company” because our annual revenue was less than $100 million during the year ended January 31, 2025. We may continue to be a smaller reporting company after this offering in any given fiscal year if either (1) the market value of our common stock held by non-affiliates is less than $250 million as of the last business day of the second fiscal quarter of such fiscal year or (2) our annual revenue is less than $100 million during the most recently completed fiscal year and the market value of our common stock held by non-affiliates is less than $700 million as of the last business day of the second fiscal quarter of such fiscal year. If we are a smaller reporting company at the time we cease to be an emerging growth company, we may continue to rely on exemptions from certain disclosure requirements that are available to smaller reporting companies. Specifically, as a smaller reporting company we may choose to present only the two most recent fiscal years of audited financial statements in our Annual Report on Form 10-K and, similar to emerging growth companies, smaller reporting companies have reduced disclosure obligations regarding executive compensation.

We cannot predict if investors will find our Class A common stock less attractive if we choose to rely on any of the exemptions afforded emerging growth companies and smaller reporting companies. If some investors find our Class A common stock less attractive because we rely on any of these exemptions, there may be a less active trading market for our Class A common stock and the market price of our Class A common stock may be more volatile and may decline.

We will incur increased costs and demands upon management as a public company, which could adversely affect our business, financial condition and results of operations.

As a public company, we will incur substantial legal, accounting and other expenses that we did not incur as a private company, and these expenses may increase even more after we are no longer an “emerging growth company.” For example, we will be subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, the rules and regulations of the SEC and the listing standards of the Nasdaq Stock Market. Our management and other personnel will need to devote a substantial amount of time to compliance with these requirements and we expect these rules and regulations to substantially increase our legal and financial compliance costs. For example, we expect these rules and regulations to make it more expensive for us to obtain director and officer liability insurance, and we may be required to accept

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reduced policy limits and coverage or incur substantially higher costs to maintain the same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified individuals to serve on our board of directors, particularly to serve on our audit committee and compensation committee, or as our executive officers. In addition, we have expended, and anticipate that we will continue to expend, significant resources in order to maintain and improve the effectiveness of our disclosure controls and procedures and internal control over financial reporting. In that regard, we will need to hire additional accounting and financial staff with appropriate public company experience and technical accounting knowledge. In addition, as a public company, we may be subject to stockholder activism, which can lead to substantial costs, distract management and impact the manner in which we operate our business in ways we cannot currently anticipate. As a result of disclosure of information in this prospectus and in filings required of a public company, our business and financial condition will become more visible, which may result in threatened or actual litigation, including by competitors and other third parties. If such claims are successful, our business and results of operations could be adversely affected, and even if the claims do not result in litigation or are resolved in our favor, these claims, and the time and resources necessary to resolve them, could divert the resources of our management and adversely affect our business and results of operations. These increased costs and demands upon management could adversely affect our business, financial condition and results of operations.

We may face challenges in closing our books and preparing timely and accurate financial reports, which could adversely impact our business, investor confidence and our ability to meet SEC reporting obligations.

We have experienced significant growth in recent years through both organic expansion and a series of strategic acquisitions. As we continue to scale our operations, integrate multiple acquired businesses and expand our geographic and product footprint, we face increasing complexity in our financial reporting environment. Our recent acquisitions require integration of financial systems, controls, accounting policies and personnel. These rapid developments place significant demands on our finance, accounting and internal controls functions. Given the pace of our growth and acquisitions, there is a risk that we may not be able to timely or accurately close our books, integrate acquired entities or produce consolidated financial statements in accordance with U.S. GAAP or SEC requirements. This may result in delayed filings with the SEC, the restatement of previously issued financial statements or deficiencies in our internal control over financial reporting. Any of these outcomes could harm our reputation, trigger penalties or enforcement actions from the SEC, delay or impair our ability to access capital markets and reduce investor confidence in our company and financial reporting.

Risks Related to Ownership of Our Class A Common Stock and this Offering

After this offering, you will own single-vote-per-share Class A common stock while our co-founder, president and chief executive officer, Mr. Beck, and his affiliates will own shares of our ten-votes-per-share Class B common stock. Accordingly, Mr. Beck will control a significant portion of the voting power of our outstanding capital stock and your ability to influence or direct the outcome of key corporate actions and transactions, including a change in control, will be limited.

Our Class A common stock sold in this offering entitles each holder to one vote per share. Our co-founder, president and chief executive officer, Mr. Beck, and his affiliates will hold shares of Class B common stock that are entitled to ten votes per share.

Immediately following this offering, the shares beneficially owned by Mr. Beck will represent 46.5 % of the aggregate voting power of our outstanding common stock. As a result, for the foreseeable future, Mr. Beck will be able to significantly influence all matters requiring approval by our stockholders, including the election of directors, amendments of our organizational documents and any merger, consolidation, sale of all or substantially all of our assets or other major transaction requiring stockholder approval. Mr. Beck may have interests that differ from yours and may vote in a way with which you disagree and which may be adverse to your interest. The concentration of influence will limit or preclude your ability to influence corporate matters for the foreseeable future and could have the effect of delaying, preventing or deterring a change in control of our company, could deprive you and other holders of Class A common stock of an opportunity to receive a premium for your Class A common stock as part of a sale of our company and could negatively affect the market price of our Class A common stock. In addition, this

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may prevent or discourage unsolicited acquisition proposals or offers for our capital stock that you may feel are in your best interest as one of our stockholders.

Additionally, future transfers by holders of our Class B common stock will generally result in those shares converting into our Class A common stock, subject to limited exceptions. The conversion of our Class B common stock to our Class A common stock will have the effect, over time, of increasing the relative voting power of those holders of our Class B common stock who retain their shares in the long term. As a result, it is possible that one or more holders of our Class B common stock, including Mr. Beck, could gain significant influence or majority control as other holders of our Class B common stock sell or otherwise convert their shares into our Class A common stock. In addition, the conversion of our Class B common stock into our Class A common stock will dilute holders of our Class A common stock, including holders of shares purchased in this offering, in terms of their voting power within our Class A common stock.

We do not know whether an active market will develop for our Class A common stock or what the market price of our Class A common stock will be, and, as a result, it may be difficult for you to sell your shares of our Class A common stock.

We have been approved to list our Class A common stock on the Nasdaq Global Select Stock Market under the symbol “GLOO.” However, prior to this offering, there has been no prior public trading market for our Class A common stock. We cannot assure you that an active trading market for our Class A common stock will develop on that exchange or elsewhere or, if developed, that any market will be sustained. If an active trading market does not develop, or develops but is not maintained, you may have difficulty selling any of our Class A common stock due to the limited public float. We cannot predict the prices at which our Class A common stock will trade. It is possible that in one or more future periods our results of operations and financial condition may not meet the expectations of public market analysts and investors, and, as a result of these and other factors, the price of our Class A common stock may fall. Accordingly, we cannot assure you of the liquidity of any trading market, your ability to sell your shares of our Class A common stock when desired or the prices that you may obtain for your shares.

Our quarterly results might fluctuate and if we fail to meet the expectations of analysts or investors, our stock price and the value of your investment could decline substantially.

Our quarterly financial results might fluctuate as a result of a variety of factors, many of which are outside of our control. If our quarterly financial results fall below the expectations of investors or any securities analysts who might follow our stock, the price of our Class Acommon stock could decline substantially. Some of the important factors that might cause our revenue, operating results and cash flows to fluctuate from quarter to quarter include:

•our ability to attract new customers and retain and increase sales to existing customers;

•the timing and size of new customer subscriptions and other agreements, renewals or cancellations;

•changes in customer budgets or priorities, particularly within mission-driven organizations that may be subject to significant shifts in funding or leadership based on various factors outside of our control;

•the variability in demand from CFLs, which can influence our revenue directly or indirectly from NCPs;

•the timing and size of our acquisitions and investments;

•the number of new employees added;

•the amount and timing of our equity-based compensation expenses;

•the productivity of our sales force;

•the amount and timing of operating expenses and capital expenditures that we may incur to grow and expand our operations;

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•the development and introduction of new offerings by us or our competitors;

•significant cybersecurity breaches, technical difficulties or interruptions in the availability of our platform;

•the timing of customer payments and payment defaults by customers;

•general economic conditions that might harm either our customers’ ability or willingness to expand their usage of our platform, delay a prospective customer’s purchasing decision or affect customer retention;

•impact of applicable tax laws, rules and regulations;

•the impact of new accounting pronouncements; and

•our ability to navigate reputational risks related to the faith-based nature of our business.

Many of these factors are outside of our control, and the occurrence of one or more of them might cause our revenue, operating results and cash flows to vary widely. As such, we believe that quarter-to-quarter comparisons of our revenue, operating results and cash flows might not be an indication of future performance. If our operating or financial results fall below the expectations of investors or analysts, the market price of our Class A common stock could decline, potentially significantly.

The market price of our Class A common stock might be volatile or might decline regardless of our operating performance, resulting in substantial losses for investors purchasing shares in this offering.

The initial public offering price of our Class A common stock was determined through negotiation among us and the underwriters. This price does not necessarily reflect the price at which investors in the market will be willing to buy and sell shares of our Class A common stock following this offering. In addition, the market price of our Class A common stock following this offering is likely to be volatile and could be subject to fluctuations in response to various factors, some of which are beyond our control. These fluctuations could cause you to lose all or part of your investment in our Class A common stock since you might be unable to sell your shares at or above the price you paid in this offering. Factors that could cause fluctuations in the market price of our Class A common stock include the following:

•price and volume fluctuations in the overall stock market from time to time;

•sales of shares of our Class A common stock by us or our stockholders;

•the recruitment or departure of key personnel;

•the public’s reaction to our press releases, other public announcements and filings with the SEC;

•rumors and market speculation involving us or other companies in our industry;

•fluctuations in the trading volume of our shares or the size of our public float;

•actual or anticipated changes or fluctuations in our results of operations;

•actual or anticipated developments in our business, our competitors’ businesses or the competitive landscape generally;

•failure of securities analysts to maintain coverage of us, changes in actual or future expectations of investors or securities analysts or our failure to meet these estimates or the expectations of investors;

•litigation involving us, our industry or both;

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•governmental or regulatory actions or audits;

•regulatory or legal developments in the United States and other countries;

•general economic conditions and trends;

•announcement or expectation of additional financing efforts;

•expiration of lock-up agreements; and

•changes in accounting standards, policies, guidelines, interpretations or principles.

The realization of any of the above risks or any of a broad range of other risks, including those described in this “Risk Factors” section, could have an adverse impact on the market price of our Class A common stock.

In addition to allocations made to retail investors by the underwriters and through our directed share program, a portion of our Class A common stock offered hereby will, at our request, be offered to retail investors through Fidelity Brokerage Services LLC (Fidelity Retail) and Robinhood Financial, LLC (Robinhood), via their respective online brokerage platforms. Fidelity Retail and Robinhood will act as selling group members for this offering. These platforms are not affiliated with us. There may be risks associated with the use of such platforms that we cannot foresee, including risks related to the technology and operation of such platforms, and the publicity and the use of social media by users of such platforms that we cannot control.

In addition, in the past, following periods of volatility in the overall market and the market price of a particular company’s securities, securities class action litigation has often been instituted against these companies. Such litigation, if instituted against us, could result in substantial costs and a diversion of our management’s attention and resources.

The dual-class structure of our common stock may adversely affect the trading market for our Class A common stock.

Certain stock index providers have excluded companies with multiple classes of shares of common stock from being added to certain stock indices. Accordingly, the dual-class structure of our common stock would make us ineligible for inclusion in indices with such restrictions and, as a result, mutual funds, exchange-traded funds and other investment vehicles that attempt to passively track those indices may not invest in our Class A common stock. In addition, several stockholder advisory firms and large institutional investors have been critical of the use of multi-class structures. Such stockholder advisory firms may publish negative commentary about our corporate governance practices or our capital structure, which may dissuade large institutional investors from purchasing shares of our Class A common stock. These actions could make our Class A common stock less attractive to other investors and may result in a less active trading market for our Class A common stock.

If securities or industry analysts either do not publish research about us or publish inaccurate or unfavorable research about us, our business or our market, or if they adversely change their recommendations regarding our Class A common stock, the market price or trading volume of our Class A common stock could decline.

The trading market for our Class A common stock will be influenced in part by the research and reports that securities or industry analysts may publish about us, our business, our market or our competitors. If one or more securities analysts initiate research with an unfavorable rating or downgrade our Class A common stock, provide a more favorable recommendation about our competitors or publish inaccurate or unfavorable research about our business, our Class A common stock price would likely decline. If few securities analysts commence coverage of us, or if one or more of these analysts cease coverage of us or fail to publish reports on us regularly, we could lose visibility in the financial markets and demand for our securities could decrease, which in turn could cause the price and trading volume of our Class A common stock to decline.

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We have broad discretion in the use of the net proceeds from this offering and may not use them effectively.

Our management will have broad discretion in the application of the net proceeds from this offering, including for any of the purposes described in the section titled “Use of Proceeds,” and you will not have the opportunity as part of your investment decision to assess whether the net proceeds are being used appropriately. Because of the number and variability of factors that will determine our use of the net proceeds from this offering, their ultimate use may vary substantially from their currently intended use. The failure by our management to apply these proceeds effectively could adversely affect our business, financial condition and results of operations. Pending their use, we may invest our net proceeds in a manner that does not produce income or that loses value. Our investments may not yield a favorable return to our investors and may negatively impact the price of our common stock.

A significant portion of our total outstanding shares after this offering will be restricted from immediate resale but may be sold into the market in the near future, which could cause the market price of our Class A common stock to decline significantly, even if our business is doing well.

The market price of our Class A common stock could decline as a result of sales of a large number of shares of our Class A common stock in the market after this offering, including upon the conversion of a substantial number of shares of our Class B common stock, or the perception that these sales may occur.

Our directors and officers and certain holders of our equity securities have entered into or will enter into lock-up agreements with the underwriters under which they have agreed or will agree, subject to specific exceptions described in the section titled “Underwriting,” not to sell or dispose of any of our stock for 180 days following the date of this prospectus. We refer to such period as the lock-up period. We and the underwriters may release certain stockholders from the lock-up agreements prior to the end of the lock-up period. As a result of these lock-up agreements and subject to the provisions of Rule 144 or Rule 701 under the Securities Act of 1933, as amended (the Securities Act), the shares of our Class A common stock will be available for sale in the public market following the completion of this offering as follows:

•beginning on the date of this prospectus, all shares of our Class A common stock sold in this offering will be immediately available for sale in the public market; and

•beginning 181 days after the date of this prospectus, subject to the terms of the lock-up agreements described above, the remainder of the shares of our Class A common stock will be eligible for sale in the public market, subject in some cases to the volume and other restrictions of Rule 144.

Sales of our Class A common stock as restrictions end may make it more difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate. These sales also could cause the market price of our Class A common stock to fall and make it more difficult for you to sell shares of our Class A common stock at a time and price that you deem appropriate.

Our issuance of additional capital stock in connection with financings, acquisitions, investments, our equity incentive plans or otherwise will dilute all other stockholders.

We expect to issue additional capital stock in the future that will result in dilution to all other stockholders. We expect to grant equity awards to employees, directors and consultants under our equity incentive plans. We may also raise capital through equity financings in the future. If we acquire or make investments in complementary companies, products or technologies, we may issue equity securities to pay for any such acquisition or investment. Any such issuances of additional capital stock may cause stockholders to experience significant dilution of their ownership interests and the per share value of our Class A common stock to decline.

We do not intend to pay dividends on our Class A common stock for the foreseeable future.

We currently intend to retain all available funds and any future earnings to fund the development and growth of our businesses. As a result, we do not anticipate declaring or paying any cash dividends on our Class A common stock in the foreseeable future. As a result, stockholders must rely on appreciation in the price of our Class A

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common stock for a return on their investment. Any decision to declare and pay dividends in the future will be made at the discretion of our board of directors and will depend on, among other things, our business prospects, results of operations, financial condition, cash requirements and availability, industry trends and other factors that our board of directors may deem relevant. Any such decision also will be subject to compliance with contractual restrictions and covenants in the agreements governing our current indebtedness. In addition, our ability to pay dividends may be restricted by the terms of any future incurrence of debt.

Delaware law and provisions in our certificate of incorporation and bylaws might delay, discourage or prevent a change in control of our company or changes in our management, thereby depressing the market price of our Class A common stock.

Our status as a Delaware corporation and the anti-takeover provisions of the Delaware General Corporation Law (DGCL), may discourage, delay or prevent a change in control by prohibiting us from engaging in a business combination with an interested stockholder for a period of three years after the date of the transaction in which the person became an interested stockholder, even if a change of control would be beneficial to our existing stockholders. In addition, our certificate of incorporation and bylaws that will be in effect upon the completion of this offering will contain provisions that may make the acquisition of our company more difficult or delay or prevent changes in control of our management. Among other things, these provisions will:

•provide for a dual class common stock structure, with differing voting rights;

•permit our board of directors to issue shares of preferred stock, with any powers, rights, preferences and privileges as they may designate;

•provide that the authorized number of directors may be changed only by resolution of the board of directors;

•provide that all vacancies and newly created directorships, may, except as otherwise required by law, our governing documents or resolution of our board of directors, and subject to the rights of holders of our preferred stock, only be filled by the affirmative vote of a majority of directors then in office, even if less than a quorum, provided that vacancies occurring on our board of directors created by the removal of a director by the stockholders may also be filled by a vote of the stockholders if, at the time of such action to fill such vacancy, there is a holder of shares of Class B common stock that has voting control over at least a majority of the voting power of our outstanding shares of capital stock;

•divide our board of directors into three classes, each of which stands for election once every three years;

•for so long as our board of directors is classified, and subject to the rights of holders of our preferred stock, provide that a director may only be removed from the board of directors by the stockholders for cause;

•require that any action to be taken by our stockholders must be effected at a duly called annual or special meeting of stockholders and not be taken by written consent, provided that at any time that a holder of shares of Class B common stock has voting control over at least a majority of the voting power of our outstanding shares of capital stock, any action required or permitted to be taken by our stockholders may be taken by written consent in accordance with the DGCL as long as our board of directors has first recommended or approved such action or our board of directors and secretary have been provided with at least 30 days’ prior written notice of such action;

•provide that stockholders seeking to present proposals before a meeting of stockholders or to nominate candidates for election as directors at a meeting of stockholders must provide notice in writing in a timely manner, and also meet specific requirements as to the form and content of a stockholder’s notice;

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•not provide for cumulative voting rights (therefore allowing the holders of a plurality of the shares of common stock entitled to vote in any election of directors to elect all of the directors standing for election, if they should so choose); and

•provide that special meetings of our stockholders may be called only by our board of directors, the chairperson of our board of directors, our chief executive officer or president, or a holder of shares of Class B common stock that has voting control over at least a majority of the voting power of our outstanding shares of capital stock.

These provisions, alone or together, could delay, discourage or prevent a transaction involving a change in control of our company. These provisions could also discourage proxy contests and make it more difficult for stockholders to elect directors of their choosing and to cause us to take other corporate actions they desire, any of which, under certain circumstances, could limit the opportunity for our stockholders to receive a premium for their shares of our Class A common stock, and could also affect the price that some investors are willing to pay for our Class A common stock.

Our bylaws will designate a state or federal court located within the State of Delaware as the exclusive forum for substantially all disputes between us and our stockholders, and also provide that the federal district courts will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act, each of which could limit our stockholders’ ability to choose the judicial forum for disputes with us or our directors, officers, stockholders or employees.

Our bylaws that will be in effect upon the completion of this offering will provide that, unless we consent in writing to the selection of an alternative forum, the sole and exclusive forum for (1) any derivative action brought on our behalf, (2) any action asserting a claim of breach of a fiduciary duty owed by any of our current or former directors, stockholders, officers or other employees to us or our stockholders, (3) any action arising pursuant to any provision of the DGCL or our certificate of incorporation or bylaws or (4) any other action asserting a claim that is governed by the internal affairs doctrine shall be the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, another State court in Delaware or the federal district court for the District of Delaware), except for, as to each of (1) through (4) above, any claim as to which such court determines that there is an indispensable party not subject to the jurisdiction of such court (and the indispensable party does not consent to the personal jurisdiction of such court within ten days following such determination). This provision would not apply to any action brought to enforce a duty or liability created by the Exchange Act and the rules and regulations thereunder.

Section 22 of the Securities Act establishes concurrent jurisdiction for federal and state courts over Securities Act claims. Accordingly, both state and federal courts have jurisdiction to hear such claims. To prevent having to litigate claims in multiple jurisdictions and the threat of inconsistent or contrary rulings by different courts, among other considerations, our bylaws will also provide that, unless we consent in writing to the selection of an alternative forum, the federal district courts of the United States will be the sole and exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act.

Any person or entity purchasing, holding or otherwise acquiring any interest in any of our securities shall be deemed to have notice of and consented to the foregoing bylaw provisions. Although we believe these exclusive forum provisions benefit us by providing increased consistency in the application of Delaware law and federal securities laws in the types of lawsuits to which each applies, the exclusive forum provisions may limit a stockholder’s ability to bring a claim in a judicial forum of its choosing for disputes with us or our current or former directors, officers, stockholders or other employees, which may discourage such lawsuits against us and our current and former directors, officers, stockholders and other employees. Our stockholders will not be deemed to have waived our compliance with the federal securities laws and the rules and regulations thereunder as a result of our exclusive forum provisions.

Further, the enforceability of similar exclusive forum provisions in other companies’ organizational documents has been challenged in legal proceedings, and it is possible that a court of law could rule that these types of provisions are inapplicable or unenforceable if they are challenged in a proceeding or otherwise. If a court were to

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find either exclusive forum provision contained in our bylaws to be inapplicable or unenforceable in an action, we may incur significant additional costs associated with resolving such dispute, as well as resolving such action in other jurisdictions, all of which could harm our results of operations.

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements within the meaning of the federal securities laws, which statements involve substantial risks and uncertainties. Forward-looking statements generally relate to future events or our future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,” “contemplate,” “believe,” “estimate,” “predict,” “potential” or “continue” or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans or intentions. Forward-looking statements contained in this prospectus include statements about:

•our future financial performance;

•our ability to scale our platform, manage our growth and expand our operations;

•anticipated trends in our business and the faith and flourishing ecosystem;

•our future acquisitions and investments;

•our ability to continue as a going concern;

•our ability to remediate material weaknesses in our internal control over financial reporting;

•our ability to raise additional capital;

•our ability to retain and expand our customer base;

•our ability to remain competitive;

•our ability to develop new products and enhance our platform;

•our ability to retain our senior management team and attract talented employees;

•our expectations of the performance, capabilities and attractiveness to our customers of our AI offerings;

•our ability to maintain and enhance our brand;

•general economic conditions and their impact on customer demand and charitable donations;

•our ability to defend against claims, lawsuits, investigations, litigation and other proceedings;

•our ability to comply with laws and regulations that currently apply or become applicable to our business;

•our expectations regarding our ability to obtain, maintain, enforce, defend and enhance our intellectual property rights; and

•our anticipated use of the proceeds from this offering.

We caution you that the foregoing list may not contain all of the forward-looking statements made in this prospectus.

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You should not rely upon forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this prospectus primarily on our current expectations and projections about future events and trends that we believe may affect our business, results of operations, financial condition and prospects. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties and other factors, including those described in the section titled “Risk Factors” and elsewhere in this prospectus. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this prospectus. We cannot assure you that the results, events and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results, events or circumstances could differ materially from those described in the forward-looking statements.

Neither we nor any other person assumes responsibility for the accuracy and completeness of any of these forward-looking statements. Moreover, the forward-looking statements made in this prospectus relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this prospectus to reflect events or circumstances after the date of this prospectus or to reflect new information or the occurrence of unanticipated events, except as required by law. You should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments we may make.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this prospectus, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely upon these statements.

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MARKET, INDUSTRY AND OTHER DATA

This prospectus contains estimates and information concerning the faith and flourishing ecosystem that are based on various third‑party sources, industry publications and reports, none of which were commissioned by us, as well as our own internal information. This information involves a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates and information. The sources of certain statistical data, estimates and forecasts contained in this prospectus include the following industry publications and reports:

•Association of Statisticians of American Religious Bodies, 2020 U.S. Religion Census.

•Barna Group, “A New Chapter in Millennial Church Attendance,” August 2022.

•Cause IQ Database (last accessed July 2025).

•The Giving Institute, Giving by Generation: Examining the Shifts in Giving Among Donor Generations (last updated for 2024).

•Grim, B.J. & Grim, M.E., The Socio-economic Contribution of Religion to American Society: An Empirical Analysis, Interdisciplinary Journal of Research on Religion(2016).

•Grips E-Commerce Analysis Database (last accessed July 2025).

•Kentley Insights, Market Research Report: Churches and Religious Organizations (2025).

•Kim A.H. & Lu V.E., Harvard Researchers Launch $43M Global Human Flourishing Study, The Harvard Crimson (2021).

•NGO Base Database (last accessed July 2025).

•Smith G.A, Cooperman A., Alper B.A., Mohamed B., Rotolo C., Tevington P., Nortey J., Kallo A., Diamant J., & Fahmy D., Decline of Christianity in the U.S. Has Slowed, May Have Leveled Off: Findings from the 2023-24 Religious Landscape Study, Pew Research Center (2025).

•Tang, L., Religious Organizations in the US, IBISWorld (2024).

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USE OF PROCEEDS

We estimate that the net proceeds from this offering will be approximately $62.4 million, based on the initial public offering price of $8.00 per share, and after deducting underwriting discounts and commissions and offering expenses payable by us. If the underwriters exercise their option to purchase additional shares in full, we estimate that the net proceeds will be approximately $72.6 million, after deducting underwriting discounts and commissions and offering expenses payable by us.

The principal purposes of this offering are to increase our capitalization and financial flexibility, create a public market for our Class A common stock, facilitate future access to the public equity markets by us, our employees and our stockholders, and increase our visibility in the marketplace. We currently intend to use the net proceeds from this offering for general corporate purposes, including acquisitions and investments in businesses, products, services or technologies, working capital, operating expenses and capital expenditures. However, we do not have agreements or commitments for any such acquisitions or investments at this time.

The expected use of net proceeds from this offering represents our intentions based upon our present plans and business conditions. We cannot predict with certainty all of the particular uses for the proceeds of this offering or the amounts that we will actually spend on the uses set forth above. Because we expect to use the net proceeds from this offering for working capital and other general corporate purposes, our management will have broad discretion over the use of the net proceeds from this offering. The timing and amount of our actual expenditures will be based on many factors, including cash flow from operations and the anticipated growth of our business. As of the date of this prospectus, we intend to invest the net proceeds that are not used as described above in capital-preservation investments, including short-term interest-bearing debt instruments or bank deposits.

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DIVIDEND POLICY

We have never declared or paid any cash dividends on our capital stock, and we do not currently intend to pay any cash dividends on our capital stock in the foreseeable future. We currently intend to retain all available funds and any future earnings to support operations and to finance the growth and development of our business. Any future determination to pay dividends will be made at the discretion of our board of directors subject to applicable laws and will depend upon, among other factors that our board of directors may deem relevant, our results of operations, financial condition, contractual restrictions and capital requirements. Our future ability to pay cash dividends on our capital stock may be limited by any existing or future debt instruments or preferred securities.

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CORPORATE REORGANIZATION

We currently operate as a Delaware limited liability company under the name Gloo Holdings, LLC. The membership interests of Gloo Holdings, LLC currently consist of common units and Series A preferred units. Gloo Holdings, Inc., which will issue the shares of Class A common stock offered hereby, is currently a direct, wholly owned subsidiary of Gloo Holdings, LLC and was formed to complete the Corporate Reorganization and the offering being made hereby.

Immediately prior to the completion of this offering, we will complete the following transactions, which we refer to throughout this prospectus as the “Corporate Reorganization”:

•Gloo Holdings, Inc. will form a Delaware limited liability company as a wholly owned subsidiary (Merger Sub).

•Merger Sub will merge with and into Gloo Holdings, LLC, with Gloo Holdings, LLC surviving the merger as a wholly owned subsidiary of Gloo Holdings, Inc., which will become a holding company for all of our operations.

•In the merger of Merger Sub with and into Gloo Holdings, LLC, members of Gloo Holdings, LLC will receive one share of Class B common stock of Gloo Holdings, Inc. for every three units that they hold in Gloo Holdings, LLC, and common unit options and Incentive Units (as defined below) will be exchanged according to the same ratio, taking into account the threshold price with respect to the Incentive Units (which we refer to as the Reverse Split).

oHolders of Gloo Holdings, LLC’s outstanding Series A preferred units will receive shares of Gloo Holdings, Inc.’s Class B common stock.

oHolders of Gloo Holdings, LLC’s outstanding common units will receive shares of Gloo Holdings, Inc.’s Class B common stock.

oHolders of outstanding incentive unit awards issued by Gloo Incentives, LLC and Gloo Holdings, LLC (collectively, the Incentive Units) will receive shares of restricted Class B common stock. The shares of restricted Class B common stock will be subject to time-based vesting conditions consistent with the vesting conditions of the unvested Incentive Units.

We will take any other steps necessary to reorganize our corporate structure so that Gloo Holdings, Inc., the entity that is offering Class A common stock to the public in this offering, is the holding company for all of our operations, and so that our existing investors immediately prior to the completion of this offering will own shares of Gloo Holdings, Inc.’s Class B common stock rather than membership units in Gloo Holdings, LLC upon the consummation of this offering.

Except as otherwise noted herein, the consolidated financial statements included elsewhere in this prospectus are those of Gloo Holdings, LLC and its consolidated operations. We do not expect that the Corporate Reorganization will have a material effect on the results of our core operations.

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CAPITALIZATION

The following table summarizes our cash and cash equivalents, as well as our capitalization, as of July 31, 2025:

•on an actual basis;

•on a pro forma basis to give effect to (1) the Corporate Reorganization (including the Reverse Split), as if effected on July 31, 2025 and excluding the issuance of an additional 128,196 and 345,348 shares of Class B common stock that would have been issued for option exercises and in connection with acquisitions that occurred from the date of the most recent balance sheet through November 18, 2025, respectively; (2) the Notes Conversion, as if effected on July 31, 2025, resulting in the issuance of 16,959,717 shares of Class B common stock and excluding additional principal and accrued interest (cash coupon and payment-in-kind) that would have accrued from the date of the most recent balance sheet through November 20 2025 of $34.4 million, which, if reflected, would have converted into an additional 5,403,983 shares of Class B common stock; and (3) the filing and effectiveness of our amended and restated certificate of incorporation, each of which will occur prior to the closing of this offering; and

•on a pro forma as adjusted basis to reflect (1) the pro forma adjustments set forth above, and (2) the issuance and sale by us of 9,100,000 shares of Class A common stock in this offering at the initial public offering price of $8.00 per share, and after deducting underwriting discounts and commissions and offering expenses payable by us.

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The pro forma as adjusted information set forth in the table below is illustrative only and is based on the initial public offering price and other terms of this offering determined at pricing. You should read this table together with our consolidated financial statements and the related notes included elsewhere in this prospectus and the sections titled “Corporate Reorganization,” “Unaudited Pro Forma Consolidated Financial Information,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “Description of Capital Stock.”

	As of July 31, 2025
	Actual			Pro Forma			Pro Forma,
							As Adjusted
	(in thousands, except unit/share and per unit/share data)
Cash and cash equivalents	$	22,589		$	22,589		$	86,598
Debt, current and non-current		130,499			29,015			29,015
Mezzanine equity:
Series A preferred units, no par value, 117,751,845 units authorized, 115,431,806 issued, and 115,368,634 outstanding, actual; and no units authorized, issued or outstanding, pro forma and pro forma as adjusted⁽¹⁾		360,063			—			—
Redeemable NCI		3,383			3,383			3,383
Members’/stockholders’ equity (deficit):
Preferred stock, par value $0.001 per share, no shares authorized, issued or outstanding, actual; and 100,000,000 shares authorized and no shares issued or outstanding, pro forma and pro forma as adjusted		—			—			—
Common stock, par value $0.001 per share, 1,000 shares authorized, 1 share issued and outstanding, actual; and no shares authorized and no shares issued or outstanding, pro forma and pro forma as adjusted		—			—			—
Class A common stock, par value $0.001 per share, no shares authorized, issued or outstanding, actual; 5,000,000,000 shares authorized and no shares issued or outstanding, pro forma; and 5,000,000,000 shares authorized, 9,100,000 shares issued and outstanding, pro forma as adjusted		—			—			9
Class B common stock, par value $0.001 per share, no shares authorized, issued or outstanding, actual; 100,000,000 and shares authorized, 63,683,657 shares issued, and 63,632,952 shares outstanding, pro forma and pro forma as adjusted⁽²⁾		—			64			64
Common member units, no par value, 39,667,849 units authorized, 24,651,074 issued and outstanding, actual; and no units authorized, issued, or outstanding, pro forma and pro forma as adjusted		—			—			—
Additional paid-in capital		36,134			535,668			598,091
Treasury stock		—			(380	)		(380	)
Accumulated deficit		(438,063	)		(445,605	)		(445,605	)
Accumulated other comprehensive income		262			262			262
Equity (deficit) attributable to common members/stockholders		(401,667	)		90,009			152,441
Equity attributable to noncontrolling interests		19,422			19,422			19,422
Total members’/stockholders’ equity (deficit)		(382,245	)		109,431			171,863
Total capitalization	$	111,700		$	141,829		$	204,261

(1)The actual number of Series A preferred units issued and outstanding exclude 63,172 units held by consolidated subsidiaries of the Company as of July 31, 2025. These units are not considered outstanding in accordance with U.S. GAAP.

(2)The pro forma and pro forma as adjusted shares of Class B common stock outstanding exclude (i) 21,057 shares issued to our consolidated subsidiaries in exchange for 63,172 Series A preferred units, which represent intra-entity holdings eliminated in consolidation, (ii) 29,649 shares of restricted Class B common stock issued to holders of unvested Incentive Units, (iii) an additional 5,403,983 shares of Class B common stock that would have been issued to convert an additional $34.4 million of principal and accrued interest (cash coupon and payment-in-kind) that would have been recognized from the date of the most recent balance sheet through November 20, 2025, (iv) 128,196 additional shares of Class B common stock that would have been issued for options exercised after the most recent balance sheet date, and (v) 345,348 additional shares of Class B common stock that would have been issued in connection with acquisitions after the most recent balance sheet date. Shares of restricted Class B common stock will be subject to forfeiture and transfer restrictions until the original time-based vesting conditions of the unvested Incentive Units are satisfied. Accordingly, the aforementioned shares are not considered outstanding in accordance with U.S. GAAP and have been excluded.

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If the underwriters’ option to purchase additional shares is exercised in full, pro forma as adjusted cash and cash equivalents, additional paid-in capital, total stockholders’ equity and total capitalization and shares outstanding as of July 31, 2025 would be $96.8 million, $608.2 million, $182.0 million, $214.4 million, and 74,097,953 shares, respectively.

The pro forma and pro forma as adjusted columns in the table above are based on 9,100,000 shares of our Class A common stock and 69,561,186 shares of our Class B common stock outstanding as of July 31, 2025 (after giving effect to the Corporate Reorganization, including the Reverse Split, and the Notes Conversion), and exclude the following:

•128,196 additional shares of Class B common stock that would have been issued for options exercised after the most recent balance sheet date;

•345,348 additional shares of Class B common stock that would have been issued in connection with acquisitions after the most recent balance sheet date;

•5,403,983 additional shares of Class B common stock that would have been issued to convert an additional $34.4 million of principal and accrued interest (cash coupon and payment-in-kind) of A&R Senior Secured Notes, which would have been recognized from the date of the most recent balance sheet through November 20, 2025;

•21,057 shares of Class B common stock issued to our consolidated subsidiaries in exchange for 63,172 Series A preferred units held by those consolidated subsidiaries prior to the Corporate Reorganization that are not considered outstanding in accordance with U.S. GAAP;

•29,649 shares of restricted Class B common stock issued to holders of unvested Incentive Units, which will be subject to forfeiture and transfer restrictions until the original time-based vesting conditions of the unvested Incentive Units are satisfied, that are not considered outstanding in accordance with U.S. GAAP;

•4,371,777 shares of our Class B common stock issuable upon the exercise of outstanding options under the 2014 Plan, as of July 31, 2025, with a weighted-average exercise price of $13.83 per share, based on a three-for-one common unit-to-Class B common stock share exchange ratio as part of the Corporate Reorganization and which does not take into account the Option Repricing;

•199,999 shares of Class B common stock issuable upon the exercise of warrants outstanding as of July 31, 2025, with a weighted-average exercise price of $18.00 per share, based on a three-for-one warrant-to-Class B common stock share exchange ratio as part of the Corporate Reorganization;

•13,357,842 shares of Class A common stock reserved for future issuance under the 2025 Plan, which became effective on the business day immediately prior to the date of effectiveness of the registration statement of which this prospectus forms a part;

othe shares reserved for future issuance under the 2025 Plan include 7,850,234 shares of Class A common stock (based on the initial public offering price of $8.00 per share) issuable upon the exercise of stock options which we have granted in connection with this offering, including to holders of Incentive Units as well as certain other employees and non-employee directors;

•500,000 shares of Class A common stock reserved for future issuance under the ESPP, which became effective on the business day immediately prior to the date of effectiveness of the registration statement of which this prospectus forms a part;

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•197,663 shares of Class B common stock issuable upon the exchange of 592,991 exchangeable shares of one of our wholly owned subsidiaries as of July 31, 2025, based on a three-for-one exchangeable share-to-Class B common stock share exchange ratio as part of the Corporate Reorganization; and

•346,244 shares of Class A common stock that we expect to issue in connection with the closing of our pending acquisition of XRI Global.

The 2025 Plan and the ESPP each provide for annual automatic increases in the number of shares of our Class A common stock reserved thereunder, and the 2025 Plan also provides for increases to the number of shares of our Class A common stock that may be granted thereunder based on shares subject to options granted under the 2014 Plan that expire, are tendered to or withheld by us for payment of an exercise price or for satisfying tax withholding obligations, or are forfeited or are repurchased by us, as more fully described in the section titled “Executive Compensation—Employee Benefit and Stock Plans.”

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DILUTION

If you invest in our Class A common stock in this offering, your ownership interest will be diluted to the extent of the difference between the initial public offering price per share of our Class A common stock and the pro forma as adjusted net tangible book value per share of our Class A common stock immediately after this offering. Net tangible book value dilution per share to investors participating in this offering represents the difference between the amount per share paid by purchasers of shares of our Class A common stock in this offering and the pro forma as adjusted net tangible book value per share of our common stock immediately after this offering.

Net tangible book value (deficit) per share is determined by dividing our total tangible assets less our total liabilities by the number of shares of our common stock outstanding. Our historical net tangible book value (deficit) as of July 31, 2025, after giving effect to the Reverse Split, was $(126.0) million, or $(15.34) per share. After giving effect to the Corporate Reorganization (including the Reverse Split) and the Notes Conversion, our pro forma net tangible book value as of July 31, 2025 was $5.6 million, or $0.09 per share, based on the total number of shares of our Class A common stock and Class B common stock outstanding as of July 31, 2025.

After giving effect to the sale by us of 9,100,000 shares of our Class A common stock in this offering at the initial public offering price of $8.00 per share, and after deducting underwriting discounts and commissions and offering expenses payable by us our pro forma as adjusted net tangible book value to give effect to this offering as of July 31, 2025 would have been $68.0 million, or $0.94 per share. This represents an immediate increase in pro forma net tangible book value of $0.85 per share to our existing stockholders and an immediate dilution in pro forma as adjusted net tangible book value of $7.06 per share to investors purchasing shares of our Class A common stock in this offering at the initial public offering price of $8.00 per share. The following table illustrates this dilution:

Initial public offering price per share				$	8.00
Historical net tangible book value (deficit) per share as of July 31, 2025	$	(15.34	)
Pro forma increase in net tangible book value per share as of July 31, 2025		15.43
Pro forma net tangible book value per share as of July 31, 2025		0.09
Increase in pro forma net tangible book value per share attributable to    investors purchasing shares of Class A common stock in this offering		0.85
Pro forma as adjusted net tangible book value per share immediately    after this offering					0.94
Dilution in pro forma as adjusted net tangible book value per share to    investors in this offering				$	7.06

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If the underwriters exercise their option in full to purchase 1,365,000 additional shares of Class A common stock in this offering, the pro forma as adjusted net tangible book value per share after the offering would be $1.06 per share, the increase in the pro forma net tangible book value per share to existing stockholders would be $0.12 per share and the pro forma as adjusted dilution to investors purchasing Class A common stock in this offering would be $6.94 per share.

The following table presents as of July 31, 2025, on a pro forma as adjusted basis to give effect to this offering, as if such offering would have occurred on July 31, 2025 (exclusive of an additional 128,196, 345,348, and 5,403,983 shares of Class B common stock that would have been issued for options exercised, in connection with acquisitions, and the recognition of an additional $34.4 million of principal and accrued interest associated with the Notes Conversion accrued from the date of the most recent balance sheet through November 20, 2025), the differences between the existing stockholders and the investors purchasing shares of our Class A common stock in this offering with respect to the number of shares purchased from us, the total consideration paid or to be paid to us and the average price per share paid or to be paid to us at the initial public offering price of $8.00 per share, before deducting underwriting discounts and commissions and offering expenses payable by us:

	Shares Purchased					Total Consideration					Average
	Number		Percent			Amount		Percent			Price Per Share
	(in thousands, except share, per share, and percent data)
Existing stockholders before this    offering		63,632,952		87	%	$	431,854		86	%	$	6.79
Investors participating in this offering		9,100,000		13	%		72,800		14	%		8.00
Total		72,732,952		100	%	$	504,654		100	%	$	6.94

The table above assumes no exercise of the underwriters’ option to purchase 1,365,000 additional shares in this offering. If the underwriters’ option to purchase additional shares is exercised in full, the total number of shares of our common stock held by existing stockholders would be reduced to 85.9% of the total number of shares of our common stock outstanding after this offering, and the total number of shares of common stock held by investors purchasing shares of Class A common stock in the offering would be increased to 14.1% of the total number of shares outstanding after this offering.

The pro forma and pro forma as adjusted columns in the table above are based on 9,100,000 shares of our Class A common stock and 69,561,186 shares of our Class B common stock outstanding as of July 31, 2025 (after giving effect to the Corporate Reorganization, including the Reverse Split, and the Notes Conversion), and exclude the following:

•128,196 additional shares of Class B common stock that would have been issued for options exercised after the most recent balance sheet date;

•345,348 additional shares of Class B common stock that would have been issued in connection with acquisitions after the most recent balance sheet date;

•5,403,983 additional shares of Class B common stock that would have been issued to convert an additional $34.4 million of principal and accrued interest (cash coupon and payment-in-kind) of A&R Senior Secured Notes, which would have been recognized from the date of the most recent balance sheet through November 20, 2025;

•21,057 shares of Class B common stock issued to our consolidated subsidiaries in exchange for 63,172 Series A preferred units held by those consolidated subsidiaries prior to the Corporate Reorganization that are not considered outstanding in accordance with U.S. GAAP;

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•29,649 shares of restricted Class B common stock issued to holders of unvested Incentive Units, which will be subject to forfeiture and transfer restrictions until the original time-based vesting conditions of the unvested Incentive Units are satisfied, that are not considered outstanding in accordance with U.S. GAAP;

•4,371,777 shares of our Class B common stock issuable upon the exercise of outstanding options under the 2014 Plan as of July 31, 2025 with a weighted-average exercise price of$13.83 per share, based on a three-for-one common unit-to-Class B common stock share exchange ratio as part of the Corporate Reorganization and which does not take into account the Option Repricing;

•199,999 shares of Class B common stock issuable upon the exercise of warrants outstanding as of July 31, 2025, with a weighted-average exercise price of $18.00 per share, based on a three-for-one warrant-to-Class B common stock share exchange ratio as part of the Corporate Reorganization;

•13,357,842 shares of Class A common stock reserved for future issuance under the 2025 Plan, which became effective on the business day immediately prior to the date of effectiveness of the registration statement of which this prospectus forms a part;

othe shares reserved for future issuance under the 2025 Plan include 7,850,234 shares of Class A common stock (based on the initial public offering price of $8.00 per share) issuable upon the exercise of stock options which we have granted in connection with this offering, including to holders of Incentive Units as well as certain other employees and non-employee directors;

•500,000 shares of Class A common stock reserved for future issuance under the ESPP, which became effective on the business day immediately prior to the date of effectiveness of the registration statement of which this prospectus forms a part;

•197,663 shares of Class B common stock issuable upon the exchange of 592,991 exchangeable shares of one of our wholly owned subsidiaries as of July 31, 2025, based on a three-for-one exchangeable share-to-Class B common stock share exchange ratio as part of the Corporate Reorganization; and

•346,244 shares of Class A common stock that we expect to issue in connection with the closing of our pending acquisition of XRI Global.

The 2025 Plan and the ESPP each provide for annual automatic increases in the number of shares of our Class A common stock reserved thereunder, and the 2025 Plan also provides for increases to the number of shares of our Class A common stock that may be granted thereunder based on shares subject to options granted under the 2014 Plan that expire, are tendered to or withheld by us for payment of an exercise price or for satisfying tax withholding obligations, or are forfeited or are repurchased by us, as more fully described in the section titled “Executive Compensation—Employee Benefit and Stock Plans.”

To the extent that any outstanding options to purchase our common stock are exercised or new awards are granted under our equity compensation plans, or additional shares of our common stock are issued, there will be further dilution to investors participating in this offering.

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UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION

The following unaudited pro forma consolidated financial information presents the historical financial information of Gloo Holdings, LLC, which will become a wholly owned subsidiary of Gloo Holdings, Inc. (collectively, the Company) pursuant to the Corporate Reorganization, and the historical financial information of Midwestern Interactive, LLC (Midwestern), adjusted to give pro forma effect principally to the following events and transactions (collectively, the Transactions):

•the acquisition of Midwestern by the Company on June 11, 2025 (the Midwestern Acquisition);

•the Corporate Reorganization, including the Reverse Split (see the section titled “Corporate Reorganization”), as if effected on July 31, 2025, excluding the issuance of an additional 128,196 and 345,348 additional shares of Class B common stock that would have been issued upon option exercises and in connection with acquisitions that occurred from the date of the most recent balance sheet through November 18, 2025, respectively;

•the Notes Conversion, which represents the automatic conversion of the Company’s A&R Senior Secured Notes (Senior Secured Convertible Notes) at a conversion price per share equal to the lesser of (1) 80.0% of the Company’s initial public offering price of $8.00 per share, and (2) $30.00, as if effected on July 31, 2025, resulting in the issuance of 16,959,717 shares of Class B common stock and excluding additional principal and accrued interest (cash coupon and payment-in-kind) that would have been recognized from the date of the most recent balance sheet through November 20, 2025 of $34.4 million, which, if reflected, would have converted into an additional 5,403,983 shares of Class B common stock (see the sections titled “The Offering” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Sources and Uses of Funds”); and

•the issuance and sale by the Company of 9,100,000 shares of Class A common stock in this offering at the initial public offering price of $8.00 per share, and after deducting underwriting discounts and commissions and offering expenses payable by the Company (the Offering).

The unaudited pro forma condensed consolidated balance sheet as of July 31, 2025 presents the historical unaudited condensed consolidated balance sheet of the Company as of July 31, 2025, on a pro forma basis adjusted to give effect to the Corporate Reorganization, including the Reverse Split, Notes Conversion, and Offering as if these events had occurred on July 31, 2025. The unaudited pro forma condensed consolidated balance sheet as of July 31, 2025 does not give effect to the Midwestern Acquisition because this event is reflected in the historical unaudited condensed consolidated balance sheet of the Company as of July 31, 2025.

The unaudited pro forma condensed consolidated statement of operations for the six months ended July 31, 2025 combines the historical unaudited condensed consolidated statement of operations of the Company for the six months ended July 31, 2025 and the historical unaudited statement of operations of Midwestern for the period from February 1, 2025 through May 31, 2025, on a pro forma basis adjusted to give effect to the Transactions as if they had occurred on February 1, 2024, the first day of the Company’s most recently completed fiscal year.

The unaudited pro forma consolidated statement of operations for the year ended January 31, 2025 combines the historical audited consolidated statement of operations of the Company for the year ended January 31, 2025 and the historical audited statement of operations of Midwestern for the year ended December 31, 2024 on a pro forma basis adjusted to give effect to the Transactions as if they had occurred on February 1, 2024, the first day of the Company’s most recently completed fiscal year.

The pro forma adjustments are based upon available information and certain assumptions that management believes are reasonable in order to present the historical audited financial information of the Company and Midwestern adjusted to give pro forma effect to the Transactions. The unaudited pro forma consolidated financial information has been prepared pursuant to Article 11 of Regulation S-X. The pro forma adjustments and their underlying assumptions are described more fully in the notes hereto. The unaudited pro forma consolidated financial

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information is presented for informational purposes only and is not intended to represent or be indicative of the results of operations or financial position that would have occurred had the Transactions taken place on the dates indicated, or that may be expected to occur in the future. The actual results may differ materially from those presented herein due to a variety of factors, including the finalization of the estimated purchase price, preliminary purchase price allocation, market conditions and integration outcomes.

The unaudited pro forma consolidated financial information does not give effect to any cost savings, operating synergies, revenue enhancements or integration expenses that the combined company may achieve as a result of the Midwestern Acquisition, costs necessary to achieve such measures or costs to integrate the operations of the combined company.

See the sections titled “The Offering,” “Risk Factors,” “Corporate Reorganization,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations;” the historical consolidated financial statements and related notes of Gloo Holdings, LLC as of and for the year ended January 31, 2025; the historical unaudited consolidated financial statements and related notes of Gloo Holdings, LLC as of and for the six months ended July 31, 2025; and the historical consolidated financial statements and related notes of Midwestern as of and for the year ended December 31, 2024, included elsewhere in this prospectus.

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Unaudited Pro Forma Condensed Consolidated Balance Sheet as of July 31, 2025

		Historical				Adjustments					Pro Forma				Adjustments					Pro Forma
(in thousands, except unit/stock data)		Gloo				Corporate Reorganization and Notes Conversion					Gloo, Prior to the Offering				Offering					Gloo, As Adjusted for the Transactions
ASSETS
Current assets:
Cash and cash equivalents	$		22,589		$		—			$		22,589		$		67,704		(h)	$		86,598
																(901	)	(h)
																(2,794	)	(h)
Restricted cash			254				—					254				—					254
Accounts receivable, net of allowance for credit losses of $33			6,050				—					6,050				—					6,050
Inventory, net			1,248				—					1,248				—					1,248
Contract assets			3,098				—					3,098				—					3,098
Prepaid expenses and other current assets			6,582				—					6,582				(2,478	)	(h)			4,104
Total current assets			39,821				—					39,821				61,531					101,352
Property and equipment, net			2,634				—					2,634				—					2,634
Capitalized software, net			26,717				—					26,717				—					26,717
ROU operating lease asset			6,834				—					6,834				—					6,834
Long-term investments			1,181				—					1,181				—					1,181
Other non-current assets			1,381				2,455		(a)			3,836				—					3,836
Intangible assets, net			26,951				—					26,951				—					26,951
Goodwill			80,278				—					80,278				—					80,278
Total assets	$		185,797		$		2,455			$		188,252		$		61,531			$		249,783
LIABILITIES, MEZZANINE EQUITY, AND MEMBERS’/STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Accounts payable	$		8,279		$		(28	)	(a)	$		8,251		$		(901	)	(h)	$		7,350
Accrued compensation			6,181				—					6,181				—					6,181
Accrued liabilities			6,402				(960	)	(g)			5,442				—					5,442
Acquisition-related liabilities, current			2,522				—					2,522				—					2,522
Deferred revenue			5,622				—					5,622				—					5,622
Debt, current			5,011				—					5,011				—					5,011
Lease liabilities, current			1,187				—					1,187				—					1,187
Total current liabilities			35,204				(988	)				34,216				(901	)				33,315
Acquisition-related liabilities, non-current			708				—					708				—					708
Debt, non-current			125,488				(101,484	)	(g)			24,004				—					24,004
Lease liabilities, non-current			5,609				—					5,609				—					5,609
Derivative liability			23,410				9,823		(f)			—				—					—
							(33,233	)	(g)
Deferred income taxes			2,675				(5	)	(a)			2,670				—					2,670
Other non-current liabilities			11,502				(2,449	)	(d)			8,231				—					8,231
							(822	)	(d)
Total liabilities			204,596				(129,158	)				75,438				(901	)				74,537
Mezzanine Equity:
Series A preferred units, no par value			360,063				(360,063	)	(b)			—				—					—
Redeemable NCI			3,383				—					3,383				—					3,383
Total mezzanine equity			363,446				(360,063	)				3,383				—					3,383
Members’/stockholders’ equity (deficit):
Preferred stock, par value $0.001			—				—					—				—					—
Common stock, par value $0.001 per share			—				—					—				—					—
Class A common stock, par value $0.001 per share			—				—					—				9		(h)			9
Class B common stock, par value $0.001 per share			—				39		(b)			64				—					64
							8		(c)
							17		(g)
Common member units, par value $0.001 per share			—				—					—				—					—
Additional paid-in capital			36,134				360,404		(b)			535,668				67,695		(h)			598,091
							(8	)	(c)							(5,272	)	(h)
							2,449		(d)
							822		(d)
							207		(e)
							135,661		(g)
Treasury stock			—				(380	)	(b)			(380	)			—					(380	)
Accumulated deficit			(438,063	)			2,488		(a)			(445,605	)			—					(445,605	)
							(207	)	(e)
							(9,823	)	(f)
Accumulated other comprehensive income			262				—					262				—					262
Deficit attributable to common members/stockholders			(401,667	)			491,676					90,009				62,432					152,441
Equity attributable to noncontrolling interests			19,422				—					19,422				—					19,422
Total members’/stockholders’ deficit			(382,245	)			491,676					109,431				62,432					171,863
Total liabilities, mezzanine equity, and members’/stockholders’ equity (deficit)	$		185,797		$		2,455			$		188,252		$		61,531			$		249,783

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Unaudited Pro Forma Condensed Consolidated Statement of Operations for the Six Months Ended July 31, 2025

		Historical				Historical			Adjustments					Adjustments					Adjustments				Pro Forma
(in thousands, except unit/stock data)		Gloo				Midwestern, (Note 4)			Midwestern Acquisition					Corporate Reorganization and Notes Conversion					Offering				Gloo, As Adjusted for the Transactions
Revenue:
Platform revenue	$		17,241		$		—	$		—			$		—			$		—		$		17,241
Platform solutions revenue			11,234				5,755			(1,770	)	(i)			—					—				15,219
Other revenue			—				—			—					—					—				—
Total revenue			28,475				5,755			(1,770	)				—					—				32,460
Operating expenses:
Cost of revenue (exclusive of depreciation and amortization)			20,968				3,741			—					—					—				24,709
Product development			10,730				—			—					—					—				10,730
Sales and marketing			15,823				129			—					—					—				15,952
General and administrative			22,206				597			(1,115	)	(i)			(1,189	)	(e)			—				20,499
Depreciation and amortization			5,200				30			157		(j)			—					—				5,387
Total operating expenses			74,927				4,497			(958	)				(1,189	)				—				77,277
Operating loss			(46,452	)			1,258			(812	)				1,189					—				(44,817	)
Other expense (income):
Interest expense			6,003				74			—					(4,875	)	(g)			—				1,202
Other expense (income), net			(473	)			2			—					—					—				(471	)
Loss (gain) from change in fair value of financial instruments			11,436				—			(2,261	)	(m)			330		(f)			—				9,505
Loss on extinguishment of debt			7,473				—			—					(7,473	)	(g)			—				—
Total other expense (income), net			24,439				76			(2,261	)				(12,018	)				—				10,236
Net loss before income taxes			(70,891	)			1,182			1,449					13,207					—				(55,053	)
Income tax (expense) benefit			293				—			(553	)				576		(a)			—				316
Income (loss) from equity method investments, net			(460	)			—			281		(n)			—					—				(179	)
Net loss			(71,058	)			1,182			1,177					13,783					—				(54,916	)
Less: net loss attributable to noncontrolling interests			(1,307	)			—			472		(p)			—					—				(835	)
Net loss attributable to common members/stockholders	$		(69,751	)	$		1,182	$		705			$		13,783			$		—		$		(54,081	)
Net loss per unit attributable to common members/stockholders, basic	$		(3.47	)																		$		(0.85	)
Net loss per unit attributable to common members/stockholders, diluted	$		(3.47	)																		$		(0.85	)
Weighted-average common units used to compute net loss per unit attributable to common members/stockholders, basic and diluted			24,650,701												63,830,490		(q)			9,100,000	(q)			63,830,490

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Unaudited Pro Forma Consolidated Statement of Operations for the Year Ended January 31, 2025

		Historical				Historical			Adjustments					Adjustments					Adjustments				Pro Forma
(in thousands, except unit/stock data)		Gloo				Midwestern, (Note 3)			Midwestern Acquisition					Corporate Reorganization and Notes Conversion					Offering				Gloo, As Adjusted for the Transactions
Revenue:
Platform revenue	$		22,873		$		—	$		—			$		—			$		—		$		22,873
Platform solutions revenue			330				11,975			(1,981	)	(i)			—					—				10,324
Other revenue			13				—			—					—					—				13
Total revenue			23,216				11,975			(1,981	)				—					—				33,210
Operating expenses:
Cost of revenue (exclusive of depreciation and amortization)			19,749				8,106			—					—					—				27,855
Product development			13,551				—			—					—					—				13,551
Sales and marketing			22,619				424			—					—					—				23,043
General and administrative			15,098				2,317			(1,248	)	(i)			1,395		(e)			—				17,631
										69		(k)			—
Depreciation and amortization			7,714				93			472		(j)			—					—				8,279
Impairment of goodwill			27,753				—			—					—					—				27,753
Total operating expenses			106,484				10,940			(707	)				1,395					—				118,112
Operating loss			(83,268	)			1,035			(1,274	)				(1,395	)				—				(84,902	)
Other expense (income):
Interest expense			4,738				306			729		(l)			(3,034	)	(g)			—				2,739
Other expense (income), net			(687	)			41			—					—					—				(646	)
Loss (gain) from change in fair value of financial instruments			(1,301	)			—			2,261		(m)			9,493		(f)			—				10,453
Loss on extinguishment of debt			—				—			—					7,473		(g)			—				7,473
Total other expense (income), net			2,750				347			2,990					13,932					—				20,019
Net loss before income taxes			(86,018	)			688			(4,264	)				(15,327	)				—				(104,921	)
Income tax (expense) benefit			796				—			751					1,911		(a)			—				3,458
Income (loss) from equity method investments, net			(580	)			—			—					—					—				(580	)
Net loss			(85,802	)			688			(3,513	)				(13,416	)				—				(102,043	)
Less: net loss attributable to noncontrolling interests			(113	)			—			(565	)	(p)			—					—				(678	)
Net loss attributable to common members	$		(85,689	)	$		688	$		(2,948	)		$		(13,416	)		$		—		$		(101,365	)
Net loss per unit attributable to common members/stockholders, basic and diluted	$		(4.55	)																		$		(1.61	)
Weighted-average common units used to compute net loss per unit attributable to common members/stockholders, basic and diluted			23,293,429												63,378,066		(q)			9,100,000	(q)			63,378,066

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1.Basis of Presentation

This unaudited pro forma consolidated financial information has been prepared in accordance with the requirements of Article 11 of Regulation S-X, as amended by SEC Release No. 33-10786 (Amendments to Financial Disclosures about Acquired and Disposed Businesses) and, where applicable, reflects the application of the accounting required for the Transactions in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP).

2.Corporate Reorganization

Immediately prior to the effectiveness of the registration statement, Gloo Holdings, Inc. will form a wholly owned Delaware limited liability company (Merger Sub), and merge Merger Sub with and into Gloo Holdings, LLC, with Gloo Holdings, LLC surviving as a wholly owned subsidiary of Gloo Holdings, Inc. (the Corporate Reorganization). In the merger, each three (3) Series A preferred or common units of Gloo Holdings, LLC will be exchanged for one (1) share of Gloo Holdings, Inc. Class B common stock (the Reverse Split).

Additionally, as part of the Corporate Reorganization, holders of vested and unvested profit units (Incentive Units) will be issued unrestricted and restricted Class B common stock, respectively, taking into account the mechanics of the conversion described herein and the Reverse Split. Restricted Class B common stock will have transfer restrictions and forfeiture provisions, subject to the original time-based vesting conditions of the original underlying Incentive Unit award. The number of shares of Class B common stock issuable for each Incentive Unit award is determined at the award level by first computing the award’s equity value as the excess, if any, of the initial public offering price over the award’s stated hurdle (threshold) price per unit (as adjusted for the Reverse Split), multiplied by the number of Incentive Units issued as part of the award. That incremental equity value is then divided by the initial public offering price to determine the number of Class B common shares issuable to the holder. If an award does not have any incremental equity value, the award is cancelled with no shares issued. For awards with incremental equity value, the vested portion is issued unrestricted Class B common stock and the unvested portion is issued restricted Class B common stock that remains subject to the original time-based vesting conditions. This determination is made separately for each award and is not netted across awards with different hurdles.

In the merger, holders of Gloo Holdings, LLC Series A preferred units will receive, in the aggregate, 38,477,268 shares of Class B common stock, of which 21,057 shares will be held by consolidated subsidiaries of the Company and excluded in consolidation from the number of Class B common stock issued and outstanding. Holders of Gloo Holdings, LLC common units will receive 8,217,024 Class B common stock. Additionally, at the initial public offering price of $8.00 per share, the Company will issue 29,649 shares of Class B common stock in exchange for 6,470,000 Incentive Units, all of which are unvested as of July 31, 2025. The Company will cancel 1,020,000 Incentive Units, including 660,000 vested Incentive Units, that did not have incremental equity value. All shares of Class B common stock issued in exchange for the Incentive Units are restricted and, therefore, will be subject to transfer restrictions and forfeiture provisions that will remain subject to the original time-based vesting conditions of the underlying awards are satisfied.

The Corporate Reorganization will be accounted for as a common-control recapitalization under ASC 805-50, with no new basis of accounting or goodwill recognized. Pro forma adjustments are limited to (i) eliminating historical mezzanine and permanent equity associated with the Series A preferred units and common members equity, such as reclassifications from additional paid-in capital to Class B common stock (to reflect the par value of $0.001 per share); (ii) recognizing deferred tax liabilities for book–tax basis differences created by the change from an LLC disregarded for tax purposes to a taxable corporation; and (iii) reclassification of the carrying values of the Exchangeable Shares and Senior Secured Notes Warrants from liability to equity, reflecting the change in the underlying instrument to non-redeemable Class B common stock. Weighted-average common shares used to compute net loss per share attributable to common stockholders pro forma and pro forma as adjusted are presented as if the Class B common stock issued in the Corporate Reorganization and Notes Conversion, as described in Note 3 below, were outstanding for all periods presented and excludes any shares issued to consolidated subsidiaries and restricted shares subject to forfeiture provisions. Offering-related effects, including the issuance and sale of Class A common stock, are reflected in the pro forma as adjusted column of the unaudited pro forma consolidated statement of operations but are excluded from the pro forma and pro forma as adjusted calculation of net loss per share attributable to common stockholders, basic and diluted.

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3.Notes Conversion

On April 23, 2024, the Company entered into a promissory note purchase agreement (the Note Purchase Agreement) authorizing the issuance of up to an aggregate principal amount of $70.0 million in secured promissory notes (the Senior Secured Notes). As additional consideration to the Purchasers for providing the financing, the Company agreed to issue each Purchaser warrants to purchase Series A preferred units at an exercise price of $18.00 per unit (the Warrants). The number of Warrants issued to each Purchaser was equal to 30.0% of the principal amount of the Senior Secured Notes held by such Purchaser. The Warrants are exercisable at any time prior to their expiration of April 23, 2029.

In June 2025, the Company entered into an Amended and Restated Note Purchase Agreement (the A&R NPA) that provided existing holders of the Company’s Senior Secured Notes the option to exchange their notes for Senior Secured Convertible Notes, with additional issuances occurring in tranches through October 2025, accruing interest through a combination of coupon and paid-in-kind (PIK) interest. For more information on both the Senior Secured Notes and the Senior Secured Notes Warrants and Senior Secured Convertible Notes see Note 13, Debt, in the Company's consolidated financial statements as of and for the six months ended July 31, 2025.

Under the terms of the A&R NPA, immediately prior to the closing of an initial public offering, all outstanding principal and accrued but unpaid interest, including both PIK and unpaid coupon interest, will automatically convert into Class B common stock of Gloo Holdings, Inc. at the lesser of (a) 80.0% of the initial public offering price or (b) $30.00 per share (after giving effect to the Corporate Reorganization described above). As the initial public offering price is $8.00 per share, the Senior Secured Convertible Notes are expected to convert at 80.0% of the IPO price. Upon conversion, holders will receive shares of Class B common stock equal to the value of their outstanding investment, and the notes will be extinguished (the Notes Conversion).

The Senior Secured Convertible Notes contain an embedded derivative feature associated with the variable share-settled redemption provision. In accordance with ASC Topic 815, Derivatives and Hedging (ASC 815), this feature was bifurcated from the host debt instrument and measured at fair value, with changes in fair value recognized through earnings. The embedded derivative reflects the 20.0% discount available to holders upon conversion in connection with an IPO when the offering price is below $30.00 per share.

Immediately prior to conversion, the bifurcated embedded derivative should be remeasured to fair value to reflect the impact of the variable share-settled redemption feature introduced under the A&R NPA. Based on the initial public offering price, the Company estimates it would recognize a $9.8 million loss on the embedded derivative immediately prior to the conversion of the Senior Secured Convertible Notes. In addition, a prior $0.3 million mark-to-market gain recognized during the six months ended July 31, 2025 would have been reflected on February 1, 2024. For purposes of the pro forma financial information, both fair value remeasurements have been adjusted to reflect the assumption that the Senior Secured Convertible Notes were converted as of the beginning of the earliest period presented.

The pro forma adjustments include eliminating (i) the $135.7 million in carrying amount of the Senior Secured Convertible Notes. This carrying amount consists of $107.6 million of outstanding principal, $6.1 million of debt discount and issuance costs, $1.0 million of accrued PIK and unpaid cash interest, and $33.2 million of associated embedded derivative liability; (ii) reclassification of $6.1 million loss on extinguishment of debt associated with the Senior Secured Convertible Notes recognized in the historical consolidated financial statements of the Company for the six months ended July 31, 2025; and (iii) elimination of $3.0 million and $4.9 million of interest expense recognized in the historical consolidated financial statements of the Company for the year ended January 31, 2025 and six months ended July 31, 2025, respectively. This extinguishment reflects the Notes Conversion in exchange for 16,959,717 Class B common stock based on the conversion price, which is 80.0% of the IPO price.

4.Midwestern Acquisition

On January 3, 2025, the Company acquired an 80.0% membership interest in Midwestern in exchange for approximately $31.7 million in purchase consideration. As part of this transaction, the Company entered into a call option agreement with the minority interest holder of Midwestern, granting them the right to repurchase at least 80.0% of the Midwestern units held by the Company at a fixed price (the MW Call Option). The MW Call Option becomes exercisable on the third anniversary of January 3, 2025, or upon a qualifying event, including an initial

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public offering, subject to certain conditions. Upon assessing its relationship with Midwestern, the Company determined that it could not consolidate Midwestern as of January 3, 2025, because the participating rights held by Midwestern’s minority interest holder limited the Company from unilaterally controlling Midwestern and it should instead account for Midwestern using the equity method of accounting.

As part of the January 2025 transaction, the Company entered into several financing arrangements, including promissory notes and an installment payment. The Company entered into Promissory Note 1 with a principal amount of $6.5 million and Promissory Note 2 with a principal amount of $2.4 million (collectively, the Promissory Notes). Promissory Note 1 provides for payments in equal monthly installments over approximately two hundred ten months. Promissory Note 2 provides for payments in monthly installments for the first fifty-three months, followed by a balloon payment of the remaining principal balance in month fifty-four. Additionally, the Company entered into an installment payment obligation with a principal amount of $3.2 million (the Installment Payment). The installment payment bears interest at a fixed rate of five percent and matures in January 2027. In conjunction with the issuance of the notes, the Company recognized debt discounts of 52.3%, 79.3% and 97.6% as of the measurement date for Promissory Note 1, Promissory Note 2 and the Installment Payment, respectively.

On June 11, 2025, Midwestern amended its governing documents without additional consideration transferred from the Company. Following these changes to the governance of Midwestern, the Company determined that it had obtained control and should consolidate Midwestern as of June 11, 2025, in accordance with ASC Topic 810, Consolidation (ASC 810). Additionally, the Company recognized a $2.8 million reduction of the MW Call Option’s value, reflecting the modification to the original agreement.

The historical financial information has been adjusted to present the Midwestern Acquisition on a pro forma basis, including adjustments to reflect the effect of accounting for Midwestern using the acquisition method of accounting in accordance with ASC Topic 805, Business Combinations (ASC 805). The Company completed the Midwestern Acquisition and has accounted for the transaction as a business combination in accordance with ASC 805, using the acquisition method of accounting, which results in acquired assets and assumed liabilities being measured at their estimated fair values as of the acquisition date, with Goodwill being measured as excess of the consideration transferred over the fair value of net assets acquired.

The total purchase price of the acquisition includes the following (in thousands):

	Estimated Fair Value
	(in thousands)
Cash consideration	$	2,120
Equity consideration		8,479
Promissory notes to seller		12,045
Fair value of call option		8,792
Initial investment		31,436
Less: reduction in option due to June modification		(2,822	)
Fair value of total consideration transferred	$	28,614

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The estimated purchase price is allocated to the tangible and identifiable intangible assets acquired and liabilities assumed of Midwestern based on their estimated fair values as of the acquisition date, with any excess estimated purchase price transferred allocated to goodwill (in thousands):

	(in thousands)
Consideration:
Consideration transferred (June option modification)	$	(2,822	)
Identified assets and liabilities:
Cash and cash equivalents		1,182
Accounts receivable		241
Prepaid expense and other assets		343
Fixed assets		155
Right-of-use assets		1,475
Intangible assets		6,050
Other LT Assets		6
Accrued liabilities		(407	)
Lease liabilities		(1,475	)
Notes payable		(717	)
Total identifiable net assets acquired		6,853
Noncontrolling interest		7,154
Total		14,007
Fair value of previously held equity interest		31,438
Goodwill	$	28,917

The Company recorded finite-lived intangible assets related to customer relationships and trademarks of $4.6 million and $1.5 million, respectively. Fair value of the customer relationships was determined using the multi-period excess earnings method under the income approach and the fair value of the trademarks was determined using the relief from royalty rate method under the income approach. Acquired intangible assets are amortized over the estimated useful lives on a straight-line basis. The following table summarizes the estimated fair values (in thousands) and estimated useful lives for the identifiable intangible assets acquired as of the acquisition date:

	Estimated Useful Life	Estimated Fair Value
		(in thousands)
Customer relationships	16 years	$	4,550
Trademarks	8 years		1,500
		$	6,050

5.Reclassification Adjustment

As part of the unaudited pro forma condensed consolidated financial information, certain reclassification adjustments were made to conform the presentation of Midwestern, as presented in its historical consolidated financial statements, to that of the Company. These adjustments had no impact on total assets, total liabilities, net equity or net income as historically reported by Midwestern, but were necessary to align financial statement line items with the Company’s accounting and financial reporting framework. The reclassifications were applied to both

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the unaudited pro forma consolidated statement of operations for the six months ended July 31, 2025 and for the year ended January 31, 2025.

On the unaudited pro forma consolidated statement of operations for the six months ended July 31, 2025, the following adjustments were made:

Gloo Presentation	Midwestern Presentation	Historical Midwestern, As Presented		Reclassification Adjustments			Notes	Historical Midwestern, As Reclassified
		(in thousands)
Revenue:	Revenue:
N/A	Revenue	$	5,755	$	(5,755	)	(1)	$
Platform revenue	N/A
Platform solutions revenue	N/A				5,755		(1)		5,755
Other revenue	N/A
Total revenue	Total revenue		5,755						5,755
Cost of revenue (exclusive of depreciation and amortization)	Cost of revenue		3,741						3,741
Product development	N/A
Sales and marketing	Sales and marketing		129						129
General and administrative	General and administrative		597						597
Depreciation and amortization	Depreciation		30						30
Total operating expenses	Total operating expenses		4,497						4,497
Operating loss	Operating income		1,258						1,258
Other expense (income):	N/A
Interest expense	Interest expense		74						74
Other expense (income), net	Other expense, net		2						2
Loss (gain) from change in fair value of financial instruments	N/A
Loss on extinguishment of debt	N/A
Total other expense (income), net	N/A		76						76
Net loss before income taxes	N/A		1,182						1,182
Income tax (expense) benefit	N/A
Income (loss) from equity method investments, net	N/A
Net income (loss)	Net income		1,182						1,182
Less: net income (loss) attributable to noncontrolling interests	N/A
Net loss attributable to common members	N/A	$	1,182	$				$	1,182

(1)Allocated $5,754,801 of revenue to ‘Platform revenue’ in accordance with our accounting classification for comparable revenue generated from similar services.

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On the unaudited pro forma consolidated statement of operations for the year ended January 31, 2025, the following adjustments were made:

Gloo Presentation	Midwestern Presentation	Historical Midwestern, As Presented		Reclassification Adjustments			Notes	Historical Midwestern, As Reclassified
		(in thousands)
Revenue:	Revenue:
N/A	Revenue	$	11,975	$	(11,975	)	(2)	$
Platform revenue	N/A
Platform solutions revenue	N/A				11,975		(2)		11,975
Other revenue	N/A
Total revenue	Total revenue		11,975						11,975
Cost of revenue (exclusive of depreciation and amortization)	Cost of revenue		8,106						8,106
Product development	N/A
Sales and marketing	Sales and marketing		424						424
General and administrative	General and administrative		2,317						2,317
Depreciation and amortization	Depreciation		93						93
Impairment of goodwill	N/A
Total operating expenses	Total operating expenses		10,940						10,940
Operating loss	Operating income		1,035						1,035
Other expense (income):	N/A
Interest expense (income), net	Interest expense		306						306
Other expense (income), net	Other expense, net		41						41
Loss (gain) from change in fair value of financial instruments	N/A
Total other expense (income), net	N/A		347						347
Net loss before income taxes	N/A		688						688
Income tax (expense) benefit	N/A
Income (loss) from equity method investments, net	N/A
Net income (loss)	Net income		688						688
Less: net income (loss) attributable to noncontrolling interests	N/A
Net loss attributable to common members	N/A	$	688	$				$	688

(2)Allocated $11,975,344 of revenue to ‘Platform revenue’ in accordance with the Company’s accounting classification for comparable revenue generated from similar services.

These reclassification adjustments are presented solely to conform presentation formats and may not reflect all reclassifications necessary to conform Midwestern’s historical presentation to that of the Company due to limitations on the availability of information as of the date of this Prospectus.

6.Unaudited Pro Forma Adjustments and Assumptions

The Company made the following adjustments and assumptions in the preparation of the unaudited pro forma information:

(a)Reflects the recognition of deferred tax assets and liabilities of arising from temporary differences between the financial statement carrying amounts and the tax basis of the Company's assets and liabilities that are expected to be realized as a result of the Corporate Reorganization. Prior to the Corporate Reorganization undertaken for this offering, the Company was structured as a limited liability company (LLC), a partnership for U.S. federal income tax purposes, and therefore was not subject to entity-level federal income tax. The Company was subject to U.S. state income taxes in certain jurisdictions that impose entity-level income taxes on entities treated as partnerships for U.S. federal income tax purposes, which were not significant. Additionally, the foreign subsidiaries of the Company were generally subject to foreign income taxes based upon the laws of the country in which the foreign subsidiary conducts business. Following the Corporate Reorganization and this offering, the Company will be taxed as a corporation and will be subject to U.S. federal income taxes, in addition to state and local taxes. Because the Company incurred losses for the period ended July 31, 2025, and is in a cumulative loss for the three-year period ended July 31, 2025, the income tax benefit on pre-tax losses for U.S. federal and state taxes is predominantly offset by a valuation allowance on the pro forma statement of operations. A valuation allowance is provided for the amount of deferred tax assets that, based upon available evidence, are not expected to be realized. The related deferred tax effects are calculated using the Company's estimated statutory tax rates of 21.7% for the fiscal year ended January 31, 2025, and 24.4% for the six months ended July 31, 2025.

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(b)Reflects the exchange of 115,431,806 Series A preferred units of Gloo Holdings, LLC, including 63,172 units held by consolidated subsidiaries of the Company, for 38,477,268 million shares of Class B common stock of Gloo Holdings, Inc., including 21,057 shares that will be held by consolidated subsidiaries of the Company and will not be considered outstanding in accordance with U.S. GAAP. This exchange was effected based on a three-for-one exchange ratio (Series A preferred units for Class B common stock) as part of the Corporate Reorganization.

(c)Reflects the exchange of 24,651,074 common units of Gloo Holdings, LLC for 8,217,024 million shares of Class B common stock of Gloo Holdings, Inc. This exchange was effected based on a three-for-one exchange ratio (common units for Class B common stock) as part of the Corporate Reorganization.

(d)Reflects the reclassification associated with the Exchangeable Shares and Senior Secured Notes Warrants, of $2.4 million and $0.8 million respectively, from liability to equity using the three-for-one exchange ratio. This reclassification occurred as a result of the underlying instrument changing from Series A preferred units to Class B common stock as part of the Corporate Reorganization. These securities are redeemable at the option of the holder.

(e)Reflects $1.4 million of incremental stock-based compensation expense associated with the cancellation of profits units with a hurdle rate of $11.25. This amount includes $0.2 million related to unvested profits units and $1.2 million related to vested profits units during the six months ended July 31, 2025. Both amounts have been reclassified to the year ended January 31, 2025, to align with the pro forma presentation during the year ended January 31, 2025. A total of 1,020,000 Profits Units were cancelled as part of the Corporate Reorganization. In exchange for the 6,470,000 unvested Profits Units that were not cancelled, the Company issued 29,649 restricted Class B common shares. These restricted shares are subject to transfer restrictions and forfeiture provisions consistent with the time-based vesting conditions of the unvested incentive units exchanged prior to the Corporate Reorganization.

(f)Reflects a $9.8 million final mark-to-market adjustment to the derivative liability associated with the Senior Secured Convertible Notes and the reclassification of a $0.3 million gain from change in fair value of financial instruments associated with this embedded derivative recognized in the historical consolidated financial statements of the Company for the six months ended July 31, 2025. The derivative liability was established as a result of the variable conversion and share-settled redemption features introduced under the Amended and Restated Note Purchase Agreement that resulted in the Senior Secured Convertible Notes.

(g)Reflects the (i) settlement of $135.7 million in Senior Secured Convertible Notes, consisting of $107.6 million of outstanding principal, $6.1 million of debt discount and issuance costs, $1.0 million of accrued payment-in-kind ("PIK") and unpaid cash interest, and $33.2 million of associated embedded derivative liability; (ii) reclassification of $6.1 million loss on extinguishment of debt associated with the Senior Secured Convertible Notes recognized in the historical consolidated financial statements of the Company for the six months ended July 31, 2025; and (iii) elimination of $3.0 million and $4.9 million of interest expense recognized in the historical consolidated financial statements of the Company for the year ended January 31, 2025 and six months ended July 31, 2025, respectively. This extinguishment reflects the Notes Conversion in exchange for 16,959,717 Class B common stock based on the conversion price, which is 80.0% of the IPO price.

(h)Reflects the estimate net cash proceeds of $62.4 million from the issuance and sale of Gloo Holdings, Inc.’s Class A common stock to investors in this offering at the public offering price of $8.00 per share, the price set forth on the cover of this Prospectus, after deducting underwriting discounts and commissions of $5.1 million, and offering expenses payable by the Company of approximately $5.3 million, of which $2.8 million were incurred prior to and reflected as of July 31, 2025 in the Company’s historical consolidated balance sheet.

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(i)Reflects the elimination of $2.0 million of revenue and $1.2 million of general and administrative expenses for the year ended January 31, 2025, and $1.8 million of revenue and $1.1 million of general and administrative expenses for the six months ended July 31, 2025, that would have been treated as intercompany transactions and eliminated upon consolidation between the Company and Midwestern had the Midwestern Acquisition occurred on February 1, 2024.

(j)Reflects additional amortization expense of $0.5 million for the year ended January 31, 2025, and $0.2 million for the six months ended July 31, 2025, related to finite-lived intangible assets that would have been recognized had the Midwestern Acquisition occurred on February 1, 2024. The adjustments have been calculated using the straight-line method over the respective estimated useful lives and are based on the step-up in fair value identified in the purchase price allocation (see Note 4):

						Pro Forma Amortization Expense
	Estimated Useful Life		Estimated Fair Value			For the Year Ended January 31, 2025			For the Six Months Ended July 31, 2025
Customer relationships	16 years	$		4,550,000	$		284,375			94,792
Trademarks	8 years			1,500,000			187,500			62,500
Total amortization expense					$		471,875	$		157,292

(k)Reflects $0.1 million of non-recurring transaction costs, consisting of third-party consulting and legal fees, incurred by the Company in connection with the Midwestern Acquisition and recognized subsequent to July 31, 2025. As these expenses were incurred after the interim historical period, an adjustment has been made to include them in the pro forma results for the year ended January 31, 2025. The transaction costs are presented within general and administrative expenses in the pro forma statement of operations.

(l)Reflects $0.7 million of incremental interest expense for the year ended January 31, 2025, related to the issuance of the Promissory Notes and installment payment obligation, consisting of $0.4 million of contractual interest and $0.3 million of accretion of debt discount. As the six months ended July 31, 2025 already include all related interest expense, no adjustment is required for that period. Both contractual interest and accretion of debt discount are presented within interest expense in the historical consolidated statement of operations. The following table presents the pro forma adjustments to interest expense:

		For the Year Ended January 31, 2025
Contractual interest expense	$		431,814
Accretion of debt discount			297,194

(m)Reflects the reclassification of a $2.3 million loss from change in fair value of financial instruments related to changes in fair value associated with the MW Call Option recognized in the historical consolidated financial statements of the Company for the six months ended July 31, 2025.

(n)Reflects the elimination of $0.3 million of equity method investments net losses associated with Midwestern recognized in the historical consolidated financial statements of the Company for the six months ended July 31, 2025, to align the timing of the transaction and reflect the application of consolidation accounting as if the Midwestern Acquisition had occurred on February 1, 2024.

(o)Reflects the estimated income tax effect of the pro forma adjustments using the Company’s estimated tax rate of 21.7% and 24.4% for the year ended January 31, 2025 and the six months ended July 31, 2025, respectively. The actual tax rate of the combined group could be materially different based on future tax planning strategies, jurisdictional income mix and the activities of the combined group.

(p)Reflects the effect of the other Midwestern Acquisition pro forma adjustments on net loss attributable to noncontrolling interest which includes $0.6 million and $0.5 million increase and decrease to net loss attributable to noncontrolling interests for the year ended January 31, 2025 and six months ended July 31, 2025, respectively.

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(q)The change in the weighted-average common shares used to compute pro forma net loss per share attributable to common stockholders, basic and diluted reflects (i) the Corporate Conversion, including the issuance of 38,477,268, which excludes 21,057 Class B common shares issued to consolidated subsidiaries of the Company, and 29,649 Class B common shares issued to consolidated subsidiaries of the Company and holders of unvested Incentive Units that are subject to time-based vesting conditions, respectively, and (ii) the Notes Conversion, resulting in the issuance of 16,959,717 Class B common shares. The Class A common shares associated with the Offering are not included in the weighted-average common shares used to compute pro forma net loss per share attributable to common stockholders, basic and diluted. See Note 7 below.

7.Unaudited Pro Forma Net Loss Per Share

Pro forma net loss per share, basic and diluted, is computed by dividing pro forma net loss attributable to common stockholders by the weighted-average number of common shares that would have been outstanding during the period, adjusted to give effect to the Transactions, as if they had occurred on February 1, 2024. The pro forma net loss per share calculation does not give effect to the Class A common shares associated with the Offering and potential dilutive securities where the impact would be anti-dilutive.

The following table sets forth the computation of pro forma net loss per share, basic and diluted, attributable to common stockholders:

(in thousands, except for unit/share and per unit/share data)	For the Year Ended January 31, 2025			For the Six Months Ended July 31, 2025
Numerator:
Pro forma net loss attributable to common stockholders	$	(101,365	)	$	(54,081	)
Less: Deemed dividend for conversion of Member Advance		700			—
Pro forma net loss attributable to common stockholders, basic and diluted		(102,065	)		(54,081	)
Denominator:
Weighted-average common shares, basic, as adjusted for reverse split		7,764,476			8,216,900
Pro forma adjustment to reflect the issuance of common stock upon completion of the Corporate Reorganization and Notes Conversion:
Series A Preferred Units, net		38,456,211			38,456,211
Senior Secured Convertible Notes		16,959,717			16,959,717
Exchangeable Shares (Equity-classified penny warrants)		197,663			197,663
Total pro forma weighted-average common shares and equivalents, basic and diluted		63,378,066			63,830,490
Pro forma net loss per share, basic and diluted	$	(1.61	)	$	(0.85	)

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read together with our consolidated financial statements and the related notes, and other financial information, included elsewhere in this prospectus. Some of the information contained in this discussion and analysis or set forth elsewhere in this prospectus, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties. You should review the sections titled “Risk Factors” and “Special Note Regarding Forward-Looking Statements” for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis. The last day of our fiscal year is January 31 and our fiscal quarters end on April 30, July 31, October 31, and January 31. Our fiscal years ended January 31, 2024 and 2025 are referred to herein as “fiscal 2023” and “fiscal 2024”, respectively.

Overview

Gloo’s mission is to build the leading technology platform for the faith and flourishing ecosystem. Our purpose is to shape technology as a force for good, so people can flourish and communities can thrive. This is grounded in our belief that relationships catalyze growth, and when technology is used to serve relationships, it transforms lives. There are two primary stakeholders at the core of the faith and flourishing ecosystem, network capability providers (NCPs) and the churches and frontline organizations (CFLs) they serve.

NCPs play an enabling role in the faith and flourishing vertical by equipping CFLs with products and services so CFLs can focus on their mission. These products and services include technology solutions, content, marketing services and donor services. CFLs serve as the heart of the faith and flourishing ecosystem, and include churches, ministries, nonprofits and service organizations, providing worship, educational programs, community outreach efforts and other social services support.

We have established a platform that connects NCPs and CFLs and facilitates sales of products and services between the two groups. Through our platform, CFLs gain access to curated resources and NCPs benefit from targeted distribution of their products and services to members of the ecosystem. The Gloo platform includes a suite of technology, marketplace, advertising and service solutions offered directly by us and by our wholly owned or consolidated subsidiaries, which we refer to as Gloo Capital Partners.

We generate revenue from NCPs through sales of enterprise subscriptions to outsourced technology, artificial intelligence (AI) capabilities and advertising (all of which we account for as platform revenue), as well as platform solutions. We generate platform revenue from CFLs through sales of subscriptions to communication tools, content libraries, data insights and AI capabilities, as well as through transactions on our and Gloo Capital Partners’ e-commerce marketplaces, including Outreach, Inc., our largest online marketplace.

We generate four types of revenue (the first three of which we account for as platform revenue): (1) subscriptions, which are primarily recurring revenue streams, (2) marketplace, which consists primarily of one-time revenue streams, (3) advertising, which are primarily re-occurring revenue streams, and (4) platform solutions, which includes both recurring and re-occurring revenue streams. For the six months ended July 31, 2025, approximately 70% of our revenue was recurring and re-occurring. Recurring revenue is derived from monthly or annual subscriptions and ongoing contracts, and accounted for approximately 44% of our total revenue for the six months ended July 31, 2025. Re-occurring revenue is derived from repeat customer purchases, most often of digital and physical products from Outreach, and accounted for more than 20% of our total revenue for the six months ended July 31, 2025.

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Factors Affecting Our Performance

The following are key factors that affect our performance:

Completing and Integrating Acquisitions and Investments to Expand our Reach

We intend to continue to pursue strategic acquisitions and investments to enhance our capabilities, expand distribution and increase the value of our platform. Our acquisition and investment strategy is focused on mission-aligned companies with strong recurring and re-occurring revenue, high engagement among faith and flourishing organizations and differentiated products or solutions. We believe future acquisitions and investments are important to our ability to grow revenue because they allow us to enhance product offerings, deepen the faith and flourishing ecosystem engagement and drive scalable change for NCPs and CFLs. Our ability to efficiently and effectively identify, complete and integrate acquisitions and investments will impact whether and how quickly our expected operational and financial benefits are achieved.

In connection with our acquisition of Visitor Reach and investment in Midwestern, we granted the counterparties contractual rights to repurchase a portion of the business interests that we acquired, subject to certain conditions and over specified periods. If any such repurchase rights are exercised, we may be required to unwind part or all of a completed acquisition or divest all or a portion of a completed investment, on terms that may not be favorable to us, which could result in the loss of strategic or core assets or future revenue streams. The exercise of these repurchase rights may also require us to deconsolidate such entities from our consolidated financial statements, which would adversely affect our financial condition, results of operations and prospects. For example, if all repurchase rights outstanding as of January 31, 2025 were exercisable as of such date and were exercised on such date, we would be required to deconsolidate $0.2 million, or 0.8%, of our fiscal 2024 revenue and $0.1 million, or an immaterial percent, of our fiscal 2024 net loss. If all repurchase rights outstanding as of July 31, 2025 were exercisable as of such date and were exercised on such date, we would be required to deconsolidate $3.6 million, or 12.7%, of our revenue and $0.9 million, or 1.2%, of our net loss for the six months ended July 31, 2025.

The exercise of repurchase rights may also lead to other financial and operational disruption and require us to restructure our operations or write down previously recognized goodwill or intangible assets. Moreover, the existence of repurchase rights may affect our ability to integrate acquired businesses and reduce the certainty of long-term ownership, which could adversely affect our ability to realize the benefits of these acquisitions and investments. Such repurchase rights increase the consideration paid for acquisitions, which then may also increase the likelihood that we take impairment charges subsequent to the closing of acquisitions or investments, for example, as occurred subsequent to our acquisition of Outreach. Although we may enter into similar repurchase right arrangements in connection with future acquisitions and investments, we have historically maintained strong commercial relationships with the counterparties holding such rights, which we believe mitigates the associated risks.

Expanding AI Capabilities for the Faith and Flourishing Ecosystem

We are developing Gloo AI, a vertical-specific faith- and flourishing-based AI. Our AI infrastructure and how we embed our AI capabilities into our products and the products of Gloo Capital Partners are designed to enable new applications for engagement, data insights and content creation to serve NCPs, publishers, content creators, denominations, donor platforms and developers. Several of our existing products are AI-native tools that incorporate AI from the beginning of their lifecycle, while many of our Gloo Capital Partners are still early in their AI adoption with AI powering a small but growing number of their current products and services. Our ability to realize returns on our investment in Gloo AI will depend on a number of factors, including our ability to successfully develop and market our AI capabilities, the effectiveness and pricing of these capabilities and our ability to differentiate these capabilities from competitive offerings.

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Cross-Selling and Upselling of Brands

We are focused on cross selling and upselling the brands of Gloo Capital Partners to our customer base. At times, different Gloo Capital Partners serve the same customers and we believe that providing bundled offerings that include our core Gloo products and the products of Gloo Capital Partners has the potential to increase our revenue. Our ability to accurately identify, market and sell value-enhancing bundles for our customers will impact the extent to which we are able to realize the potential financial benefits of cross-sell and upsell opportunities.

Retain and Expand Our Existing Customer Relationships

Our business model integrates both enterprise NCP sales and digital-led growth to drive platform adoption, expansion and sustainable revenue. NCPs play a pivotal role by delivering their offerings to CFLs through our platform, while also purchasing our technology, advertising services and solutions to power their own operations. Through direct engagement with NCPs, we enable access to our platform, fueling the onboarding of new offerings and driving sustained customer growth. In parallel, our self-service onboarding model empowers CFLs to independently access both free and premium tools through Gloo Workspace, which has contributed to organic growth across our platform. Gloo provides a robust distribution channel for NCPs, driving engagement, reach and recurring revenue. Our ability to successfully anticipate the demands of our customers will impact our ability to create new products and provide new services that are adopted by our customers.

Continued Technology Innovation and Expansion of Our Platform

In addition to our investments in Gloo AI, we plan to continue to invest in technology innovation and product development to enhance the capabilities of our platform, including the product development of Gloo Capital Partners. We are actively investing in our advertising offerings to enhance the Gloo Media Network, which provides advertising technology and marketing technology to NCPs. We expect that additional features and products will enable customers and collaborators to manage new workflows on our platform and allow us to attract a broader set of customers. We intend to continue to invest in building additional products, features and functionality that expand our capabilities and facilitate the extension of our platform. Our future success is dependent on our ability to successfully develop or acquire, market and sell existing and new products to both new and existing customers.

Components of Results of Operations

Revenue

We generate four types of revenue: (1) subscriptions, which are primarily recurring revenue streams, (2) marketplace, which consists primarily of one-time revenue streams, (3) advertising, which are primarily re-occurring revenue streams, and (4) platform solutions, which includes both recurring and re-occurring revenue streams. Our recurring revenue generally consists of monthly and annual subscriptions. Our re-occurring revenue generally consists of products and services with customers that continue to use our services to further their missions in the faith and flourishing vertical.

•Subscription revenue, which is a component of platform revenue, includes access to a free and premium portfolio of subscription-based software and access to solutions through our platform. This represents the foundational layer of the Gloo platform, enabling CFLs and NCPs to communicate, organize and operate more effectively. These offerings generate revenue primarily through monthly and annual subscriptions with NCPs.

•Marketplace revenue, which is a component of platform revenue, represents sales through e-commerce marketplaces where CFLs discover and purchase products, such as books, banners and other physical and digital goods that are consumed through CFL related activities such as research, curriculum, assessments, campaign support and technology services. Our largest marketplace is Outreach, a Gloo Capital Partner. Major faith holidays can result in seasonality within this revenue stream, such as increased revenue in our first and fourth fiscal quarters related to Easter and Christmas purchase volume and decreased revenue in our second fiscal quarter.

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•Advertising revenue, which is a component of platform revenue, represents fees earned for the placement of advertisements on our and Gloo Capital Partners’ websites from third-parties that are looking to offer their products and services to mission-oriented consumers. Beginning in the second quarter of fiscal 2025, we also began providing campaign management services such as strategy and creative consulting, direct mail, email and SMS campaigns, and data and analytics, through Masterworks.

•Platform solutions revenue for the years ended January 31, 2024 and January 31, 2025 represented technology and product development for the He Gets Us national media campaign (HGU). Beginning in the first quarter of fiscal 2024, we began providing technology development solutions through Gloo Capital Partners, primarily Midwestern and Servant.

Our revenue recognition policies are discussed in more detail in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates.”

Operating Expenses

Cost of Revenue (exclusive of depreciation and amortization)

Cost of revenue (exclusive of depreciation and amortization) related to our platform consists primarily of software and hosting tools, salaries and wages related to employees that support the customer product, as well as customer success teams. Cost of revenue (exclusive of depreciation and amortization) related to marketplace is comprised of raw materials, finished goods, salaries and wages related to employees in the production department, as well as rent expense and overhead. Cost of revenue (exclusive of depreciation and amortization) related to advertising consists primarily of salaries and wages related to employees that support our advertising customers as well as costs related to advertising insertion technology tools. Cost of revenue (exclusive of depreciation and amortization) related to platform solutions primarily consists of salaries and wages for our professional services teams.

We expect that cost of revenue (exclusive of depreciation and amortization) as a percentage of revenue will fluctuate from period to period based on a variety of factors, including the mix of revenue between subscription, marketplace, advertising and platform solutions, variations in labor costs, third-party expenses and acquisitions. For example, marketplace generally has a higher cost of revenue as a percentage of revenue compared to subscription revenue.

Product Development

Product development expense consists primarily of employee costs for our product development organization, including salaries, benefits, bonuses and equity-based compensation. Product development expense also includes third-party outsourced technology costs incurred in developing our platforms, and computer equipment, software, and subscription services dedicated for use by our product development organization. We expect our product development expense to increase for the foreseeable future as we continue to dedicate substantial resources to develop, improve and expand the functionality of our offerings, particularly with our expansion of our AI capabilities.

Sales and Marketing

Sales and marketing expense consists primarily of employee costs for our sales and marketing personnel, including salaries, benefits, bonuses, equity-based compensation and sales commissions. Sales and marketing expense also includes advertising costs, travel-related expenses and costs to market and promote our offerings, direct customer acquisition costs and costs related to conferences and events. Software and subscription services dedicated for use by our sales and marketing organization and outside services for sales and marketing purposes are also included in sales and marketing expense. Sales commissions that are incremental to obtaining a customer contract are deferred and amortized ratably over the estimated period of our relationship with that customer. We expect our sales and marketing expense will increase on an absolute dollar basis for the foreseeable future as we continue to increase investments to support our growth and expand our reach. We also anticipate that sales and marketing expense will increase in the near and medium-term as we focus our efforts to expand our brand name and presence in the marketplace.

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General and Administrative

General and administrative expense consists of employee costs for our executive leadership, accounting, finance, legal, human resources and other administrative personnel, including salaries, benefits, bonuses, and equity-based compensation. General and administrative expense also includes external legal, accounting and other professional service fees, rent, software and subscription services dedicated for use by our general and administrative employees, and other general corporate expenses. Acquisition-related expenses are also a component of general and administrative expense. We expect general and administrative expense to increase on an absolute dollar basis for the foreseeable future as we continue to increase investments to support our growth and because of increased costs due to becoming a publicly-traded company. As we are able to further scale our operations in the future, we expect that general and administrative expense will decrease as a percentage of revenue.

Depreciation and Amortization

Depreciation and amortization relate to intangible assets, property and equipment, and capitalized software. Depreciation and amortization will increase on an absolute dollar basis as we continue to acquire Gloo Capital Partners, resulting in additional intangible assets.

Interest Expense

Interest expense consists of coupon rate interest expense on our long-term debt, as well as amortization of deferred financing costs and discounts. Discounts typically relate to the value bifurcated from the debt host for embedded warrants and derivatives.

Income Tax (Expense) Benefit

We account for income taxes in accordance with ASC Topic 740, Income Taxes (ASC 740). ASC 740 requires deferred tax assets and liabilities to be recognized for temporary differences between the tax basis and financial reporting basis of assets and liabilities, computed at the expected tax rates for the periods in which the assets or liabilities will be realized, as well as for the expected tax benefit of net operating loss and tax credit carryforwards. Income taxes are recognized for the amount of taxes payable by the company’s corporate subsidiaries for the current year and for the impact of deferred tax assets and liabilities, which represent future tax consequences of events that have been recognized differently in the financial statements than for tax purposes.

Results of Operations

The following tables summarize key components of our results of operations for the periods presented. The period-to-period comparisons of our historical results are not necessarily indicative of the results that may be expected in the future. We operate as a single reportable segment to reflect the way our chief operating decision maker reviews and assesses the performance of our business. The accounting policies are described in Note 2, Summary of Significant Accounting Policies, in our consolidated financial statements included elsewhere in this prospectus.

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Impact of Acquisitions

The comparability of our operating results is impacted by our business combinations and acquisitions. In our discussion of changes in our results of operations for the year ended January 31, 2024 compared to the year ended January 31, 2025 and in our results of operations for the six months ended July 31, 2024 compared to the six months ended July 31, 2025, we may discuss the impact of the growth in certain of our revenue and expenses where such discussions would be meaningful.

	Year Ended January 31,						Six Months Ended July 31,
	2024			2025			2024			2025
	(in thousands)
Revenue:
Platform revenue	$	2,176		$	22,873		$	10,463		$	17,241
Platform solutions revenue		13,325			330			121			11,234
Other revenue		5,788			13			13			—
Total revenue		21,289			23,216			10,597			28,475
Operating expenses:
Cost of revenue (exclusive of depreciation and amortization) (1)		6,471			19,749			9,394			20,968
Product development (1)		17,780			13,551			6,105			10,730
Sales and marketing (1)		23,560			22,619			10,824			15,823
General and administrative (1)		13,300			15,098			7,535			22,206
Depreciation and amortization		4,685			7,714			3,611			5,200
Impairment of goodwill		—			27,753			—			—
Total operating expenses		65,796			106,484			37,469			74,927
Operating loss		(44,507	)		(83,268	)		(26,872	)		(46,452	)
Other expense (income):
Interest expense		3,796			4,738			1,075			6,003
Other expense (income), net		(45	)		(687	)		(194	)		(473	)
Loss (gain) from change in fair value of financial instruments		—			(1,301	)		(220	)		11,436
Loss on extinguishment of debt		—			—			—			7,473
Total other expense (income), net		3,751			2,750			661			24,439
Net loss before income taxes		(48,258	)		(86,018	)		(27,533	)		(70,891	)
Income tax (expense) benefit		106			796			412			293
Income (loss) from equity method investments, net		(161	)		(580	)		(273	)		(460	)
Net loss		(48,313	)		(85,802	)		(27,394	)		(71,058	)
Less: net loss attributable to noncontrolling interests		—			(113	)		—			(1,307	)
Net loss attributable to common members	$	(48,313	)	$	(85,689	)	$	(27,394	)	$	(69,751	)

(1)Equity-based compensation expense was allocated in cost of revenue and operating expenses as follows:

	Year Ended January 31,				Six Months Ended July 31,
	2024		2025		2024		2025
	(in thousands)
Cost of revenue (exclusive of depreciation and amortization)	$	3	$	23	$	8	$	18
Product development		328		1,056		198		1,080
Sales and marketing		66		551		260		394
General and administrative		1,471		2,157		2,381		1,783
Total equity-based compensation	$	1,868	$	3,787	$	2,847	$	3,275

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Comparison of the Six Months Ended July 31, 2024 and 2025

Revenue

	Six Months Ended July 31,				Change
	2024		2025		$			%
	(in thousands)
Revenue:
Platform revenue	$	10,463	$	17,241	$	6,778			64.8	%
Platform solutions revenue		121		11,234		11,113		N/M
Other revenue		13		—		(13	)	N/M
Total revenue	$	10,597	$	28,475	$	17,878			168.7	%

* N/M = not meaningful

Total revenue increased $17.9 million, or 168.7%, for the six months ended July 31, 2025, compared to the six months ended July 31, 2024. This increase was comprised of an increase in platform solutions revenue of $11.1 million and an increase in platform revenue of $6.8 million.

The increase in platform solutions revenue was primarily due to an increase in infrastructure and technology development services, provided through Gloo Capital Partners acquired during the six months ended July 31, 2025, contributing $8.3 million, primarily from Servant, Masterworks and Barna, compared to the six months ended July 31, 2024, prior to the acquisition of these entities. Our platform solutions revenue increased $2.6 million primarily due to an increase in sales from our Gloo360 offering, which provides technology, data and consulting services, for the six months ended July 31, 2025, compared to the six months ended July 31, 2024.

The increase in platform revenue was primarily due to an increase in subscription revenue of $3.4 million and advertising revenue of $3.3 million for the six months ended July 31, 2025, compared to the six months ended July 31, 2024. Subscription revenue increased primarily as a result of broadening our geographic and product footprint through strategic acquisitions, including Church Law & Tax, ChurchSalary and Visitor Reach. Advertising revenue increased primarily as a result of the acquisition of Masterworks, contributing $2.8 million for the six months ended July 31, 2025, compared to the six months ended July 31, 2024.

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Operating Expenses

Cost of Revenue (Exclusive of Depreciation and Amortization)

		Six Months Ended
		July 31,						Change
		2024			2025			$		%
	(in thousands)
Cost of revenue (exclusive of depreciation and amortization)		$	9,394		$	20,968		$	11,574		123.2	%
Percentage of revenue			88.6	%		73.6	%

Cost of revenue (exclusive of depreciation and amortization) increased $11.6 million, or 123.2%, for the six months ended July 31, 2025, compared to the six months ended July 31, 2024. The increase in cost of revenue is primary related to an increase in sales commissions and infrastructure service usage charges directly associated with the increase in platform revenue, as well as an overall increase in revenue. Cost of revenue (exclusive of depreciation and amortization) decreased as a percent of revenue primarily due to the change in revenue mix earned during the comparative periods, in particular the increases in subscription revenue and platform solutions revenue, which have higher gross margins than advertising revenue and marketplace revenue.

Product Development

		Six Months Ended
		July 31,						Change
		2024			2025			$		%
	(in thousands)
Product development		$	6,105		$	10,730		$	4,625		75.8	%
Percentage of revenue			57.6	%		37.7	%

Product development expense increased $4.6 million, or 75.8%, for the six months ended July 31, 2025, compared to the six months ended July 31, 2024. We incurred an increase of $4.6 million, primarily related to wages and benefits, inclusive of equity compensation, related to our commitment to increase our full-time internal staffing to support the development of Gloo AI and the acquisitions of Midwestern and Servant.

Sales and Marketing

		Six Months Ended
		July 31,						Change
		2024			2025			$		%
	(in thousands)
Sales and marketing		$	10,824		$	15,823		$	4,999		46.2	%
Percentage of revenue			102.1	%		55.6	%

Sales and marketing expenses increased $5.0 million, or 46.2%, for the six months ended July 31, 2025, compared to the six months ended July 31, 2024. We incurred an increase in compensation expense of $2.2 million as we continue to invest in expanding our internal marketing team, an increase in agency fees of $1.4 million related to our rebranding initiatives and an increase of $0.7 million on travel, entertainment and promotional events.

General and Administrative

		Six Months Ended
		July 31,						Change
		2024			2025			$		%
	(in thousands)
General and administrative		$	7,535		$	22,206		$	14,671		194.7	%
Percentage of revenue			71.1	%		78.0	%

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General and administrative expenses increased $14.7 million, or 194.7%, for the six months ended July 31, 2025, compared to the six months ended July 31, 2024. Personnel expenses increased$7.4million primarily associated with the acquisitions of Servant, Midwestern and Masterworks. We also incurred acquisition transaction fees of $2.6 million, professional service fees of $2.6 million related to incremental financial reporting activities and other activities meant to streamline our corporate functions in advance of operating as a public company and $0.8 million related to licenses, subscriptions and equipment to support our growing business.

Depreciation and Amortization

		Six Months Ended
		July 31,						Change
		2024			2025			$		%
	(in thousands)
Depreciation and amortization		$	3,611		$	5,200		$	1,589		44.0	%
Percentage of revenue			34.1	%		18.3	%

Depreciation and amortization expense increased $1.6 million, or 44.0%, for the six months ended July 31, 2025, compared to the six months ended July 31, 2024. This increase is primarily due to an increase of $1.6 million due to an increase in intangible assets acquired through business combinations that were consummated subsequent to July 31, 2024.

Other Expense (Income)

Interest Expense

		Six Months Ended
		July 31,				Change
		2024		2025		$		%
	(in thousands)
Interest expense		$	1,075	$	6,003	$	4,928	N/M

Interest expense increased $4.9 million, for the six months ended July 31, 2025, compared to the six months ended July 31, 2024, primarily due to an increase of $73.0 million in our outstanding debt balances as of July 31, 2025 as compared to July 31, 2024, and an increase in of $1.4 million of amortization of debt discounts and issuance costs during the six months ended July 31, 2025, compared to the six months ended July 31, 2024.

Loss (Gain) from Change in Fair Value of Financial Instruments

		Six Months Ended
		July 31,					Change
		2024			2025		$		%
	(in thousands)
Loss (gain) from change in fair value of financial instruments		$	(220	)	$	11,436	$	11,656	N/M

The change in fair value of financial instruments resulted in a loss of $11.7 million during the six months ended July 31, 2025, compared to the six months ended July 31, 2024, primarily as a result of the exchange of certain of our Original Senior Secured Notes (as defined herein) to Exchanged Senior Secured Convertible Notes (as defined herein).

Loss on Extinguishment of Debt

		Six Months Ended
		July 31,				Change
		2024		2025		$		%
	(in thousands)
Loss on extinguishment of debt		$	—	$	7,473	$	7,473	N/M

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We incurred a loss on extinguishment of debt of $7.5 million, during the six months ended July 31, 2025, as a result of the exchange of certain of our Original Senior Secured Notes to Exchanged Senior Secured Convertible Notes. No such transaction occurred during the six months ended July 31, 2024.

Comparison of the Years Ended January 31, 2024 and 2025

Revenue

	Year Ended January 31,				Change
	2024		2025		Amount			%
	(in thousands)
Revenue:
Platform revenue	$	2,176	$	22,873	$	20,697			951.1	%
Platform solutions revenue		13,325		330		(12,995	)		(97.5	)%
Other revenue		5,788		13		(5,775	)		(99.8	)%
Total revenue	$	21,289	$	23,216	$	1,927			9.1	%

Revenue increased $1.9 million, or 9.1%, for the year ended January 31, 2025, compared to the year ended January 31, 2024. This increase was primarily driven by an increase in platform revenue of $20.7 million, partially offset by a decline in platform solutions revenue of $13.0 million and a decline in other revenue of $5.8 million.

The increase in platform revenue was primarily due to an increase in marketplace revenue of $13.5 million for the year ended January 31, 2025, compared to the year ended January 31, 2024, and relates to our acquisition of Outreach in January 2024, providing one month of revenue for the year ended January 31, 2024, compared to 12 months of revenue in the year ended January 31, 2025. Additionally, within platform revenue, subscription revenue increased $5.6 million for the year ended January 31, 2025, compared to the year ended January 31, 2024. This resulted from 12 months of Outreach subscription revenue of $4.7 million being included in fiscal 2024 results compared to one month of Outreach subscription revenue of $0.4 million being included in fiscal 2023 results. Additionally, other subscription products resulted in an increase of $1.2 million resulting from increased adoption and engagement across our platform.

The decline in platform solutions revenue of $13.0 million from fiscal 2023 to fiscal 2024 is related to the completion of our services for the HGU campaign. The decline in other revenue of $5.8 million relates to the termination of revenue from sponsorships provided to CFLs that were used to purchase Gloo subscriptions, which was recognized as it was earned from contributions received under a non-reciprocal funding arrangement. In the year ended January 31, 2024, we focused our efforts on expanding sales directly to new CFLs and NCPs, without using the aforementioned sponsorship construct.

Operating Expenses

Cost of Revenue (Exclusive of Depreciation and Amortization)

	Year Ended January 31,						Change
	2024			2025			Amount		%
	(in thousands)
Cost of revenue (exclusive of depreciation and amortization)	$	6,471		$	19,749		$	13,278		205.2	%
Percentage of revenue		30.4	%		85.1	%

Cost of revenue (exclusive of depreciation and amortization) increased $13.3 million, or 205.2%, for the year ended January 31, 2025 compared to the year ended January 31, 2024. Cost of revenue (exclusive of depreciation and amortization) increased as a percent of revenue primarily due to the mix of revenue earned during fiscal 2024 compared to fiscal 2023 as we expanded our marketplace revenue offerings through the acquisition of Outreach. The addition of a full year of Outreach operations in our income statement resulted in an additional $12.9 million for the year ended January 31, 2025, particularly due to the increase in marketplace revenue generated from Outreach. Marketplace revenue has a relatively low gross margin compared to other of our revenue streams.

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Product Development

	Year Ended January 31,						Change
	2024			2025			Amount			%
	(in thousands)
Product development	$	17,780		$	13,551		$	(4,229	)		(23.8	)%
Percentage of revenue		83.5	%		58.4	%

Product development expense decreased by $4.2 million, or 23.8%, for the year ended January 31, 2025, compared to the year ended January 31, 2024. Although our product development expense decreased on an absolute dollar basis and a percent of revenue basis, the mix of expense shifted from fiscal 2023 to fiscal 2024 as a result of our commitment to increase our full-time staffing to support our AI and technology development. During the year ended January 31, 2025, we began investment in Gloo AI by increasing our employee base. Expenses related to Gloo AI represent those costs ineligible for capitalization. Additionally, our acquisition of Outreach resulted in a greater employee base to support our technology offerings, allowing us to reduce our reliance on outsourced engineering. We incurred an increase in compensation related expense due to expanding our workforce, which included a $1.4 million increase in salaries and bonuses, as well as a $0.7 million increase in equity-based compensation for employees that support our product development efforts. This was offset by a reduction in outsourced engineering of $5.6 million.

Sales and Marketing

	Year Ended January 31,						Change
	2024			2025			Amount			%
	(in thousands)
Sales and marketing	$	23,560		$	22,619		$	(941	)		(4.0	)%
Percentage of revenue		110.7	%		97.4	%

Sales and marketing expenses decreased by $0.9 million, or 4.0%, for the year ended January 31, 2025, compared to the year ended January 31, 2024. Our reliance on external professional services decreased by $1.5 million as we invested in our own employee base, which resulted in an increase of $0.6 million of compensation related expense to support our future plans to expand our brand in the marketplace.

General and Administrative

	Year Ended January 31,						Change
	2024			2025			Amount		%
	(in thousands)
General and administrative	$	13,300		$	15,098		$	1,798		13.5	%
Percentage of revenue		62.5	%		65.0	%

General and administrative expenses increased $1.8 million, or 13.5%, for the year ended January 31, 2025, compared to the year ended January 31, 2024. The primary driver of the increase relates to an additional $1.8 million of personnel related expenses, including $0.8 million of equity-based compensation expense incurred in the year ended January 31, 2025 to support our expanding operations, incremental financial reporting activities and other activities meant to streamline our corporate functions in advance of operating as a public company.

Depreciation and Amortization

	Year Ended January 31,						Change
	2024			2025			Amount		%
	(in thousands)
Depreciation and amortization	$	4,685		$	7,714		$	3,029		64.7	%
Percentage of revenue		22.0	%		33.2	%

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Depreciation and amortization expense increased $3.0 million, or 64.7%, for the year ended January 31, 2025, compared to the year ended January 31, 2024. This increase is primarily related to $2.0 million in increased amortization expense in fiscal 2024 as compared to fiscal 2023 for intangible assets recently acquired in acquisitions. Amortization of capitalized software increased by $0.7 million for fiscal 2024 compared to fiscal 2023.

Impairment of Goodwill

	Year Ended January 31,						Change
	2024			2025			Amount		%
	(in thousands)
Impairment of goodwill	$	—		$	27,753		$	27,753	N/M
Percentage of revenue		0.0	%		119.5	%

Impairment of goodwill expense increased $27.8 million for the year ended January 31, 2025, compared to the year ended January 31, 2024, due to the impairment charge we recorded with respect to the goodwill acquired in the Outreach Acquisition. There were no goodwill impairment charges recorded during the year ended January 31, 2024.

Other Expense (Income)

Interest Expense

	Year Ended January 31,				Change
	2024		2025		Amount		%
	(in thousands)
Interest expense	$	3,796	$	4,738	$	942		24.8	%

Interest expense increased $0.9 million, or 24.8%, for the year ended January 31, 2025, compared to the year ended January 31, 2024. This increase is due primarily to a higher stated coupon interest rate on the Senior Secured Notes that were outstanding during the year ended January 31, 2025, which was the higher of the 1-Month SOFR or 1%, plus 8%, as compared to the 5% stated coupon interest rate we incurred on the Convertible Notes that were outstanding during the year ended January 31, 2024. Additionally, the Senior Secured Notes included derivatives and warrants that were bifurcated at issuance, resulting in a debt discount on the Senior Secured Notes that has been accreted through interest expense.

Loss (Gain) from Change in Fair Value of Financial Instruments

	Year Ended January 31,					Change
	2024		2025			Amount			%
	(in thousands)
Loss (gain) from change in fair value of    financial instruments	$	—	$	(1,301	)	$	(1,301	)	N/M

The change in fair value of financial instruments resulted in a gain of $1.3 million for the year ended January 31, 2025. The financial instruments arose from the issuance of our Senior Secured Notes during the year ended January 31, 2025. No such instruments existed during the year ended January 31, 2024.

Income Tax (Expense) Benefit

	Year Ended January 31,				Change
	2024		2025		Amount		%
	(in thousands)
Income tax (expense) benefit	$	106	$	796	$	690		650.0	%

Income tax benefit increased $0.7 million due to the inclusion of a full year of Outreach activity included in the year ended January 31, 2025, as compared to one month for the year ended January 31, 2024.

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Quarterly Results of Operations

The following table sets forth selected unaudited quarterly consolidated statements of operations data for each of the quarterly periods for the year ended January 31, 2025 and the six months ended July 31, 2025. The information for each of these six quarters has been prepared on the same basis as the audited annual and interim consolidated financial statements included elsewhere in this prospectus and, in the opinion of management, includes all adjustments, which consist only of normal recurring adjustments, necessary for the fair presentation of the results of operations for these periods in accordance with GAAP. This data should be read in conjunction with our consolidated financial statements and related notes included elsewhere in this prospectus. These quarterly operating results are not necessarily indicative of our operating results for a full year or any future period.

	Three Months Ended
	April 30, 2024			July 31, 2024			October 31, 2024			January 31, 2025			April 30, 2025			July 31, 2025
	(in thousands)
Revenue:
Platform revenue	$	6,507		$	3,956		$	6,087		$	6,323		$	8,495		$	8,746
Platform solutions revenue		25			96			36			173			3,807			7,427
Other revenue		13			—			—			—			—			—
Total revenue		6,545			4,052			6,123			6,496			12,302			16,173
Operating expenses:
Cost of revenue (exclusive of depreciation and amortization) (1)		5,486			3,908			4,938			5,417			8,874			12,094
Product development (1)		3,010			3,095			3,852			3,594			5,712			5,018
Sales and marketing (1)		5,534			5,290			5,317			6,478			7,324			8,499
General and administrative (1)		4,760			2,775			2,779			4,784			9,942			12,264
Depreciation & amortization		1,796			1,815			1,949			2,154			2,527			2,673
Impairment of goodwill		—			—			—			27,753			—			—
Total operating expenses		20,586			16,883			18,835			50,180			34,379			40,548
Operating loss		(14,041	)		(12,831	)		(12,712	)		(43,684	)		(22,077	)		(24,375	)
Other expense (income):
Interest expense		76			999			1,779			1,884			2,752			3,251
Other (income) expense, net		(56	)		(138	)		(343	)		(150	)		(421	)		(52	)
Loss (gain) from change in fair value of financial instruments		—			(220	)		(538	)		(543	)		3,190			8,246
Loss on extinguishment of debt		—			—			—			—			—			7,473
Total other expense (income), net		20			641			898			1,191			5,521			18,918
Net loss before income taxes		(14,061	)		(13,472	)		(13,610	)		(44,875	)		(27,598	)		(43,293	)
Income tax benefit (expense)		10			402			148			236			(33	)		326
Income (loss) from equity method investments, net		(145	)		(128	)		(164	)		(143	)		674			(1,134	)
Net loss		(14,196	)		(13,198	)		(13,626	)		(44,782	)		(26,957	)		(44,101	)
Less: net loss attributable to noncontrolling interests		—			—			—			(113	)		(556	)		(751	)
Net loss attributable to common members	$	(14,196	)	$	(13,198	)	$	(13,626	)	$	(44,669	)	$	(26,401	)	$	(43,350	)

(1)Equity-based compensation expense was allocated in cost of revenue and operating expenses as follows:

	Three Months Ended
	April 30, 2024		July 31, 2024			October 31, 2024		January 31, 2024			April 30, 2025		July 31, 2025
	(in thousands)
Cost of revenue (exclusive of depreciation and amortization)	$	1	$	7		$	8	$	7		$	9	$	9
Product development		106		92			331		527			530		550
Sales and marketing		204		56			114		177			192		202
General and administrative		2,415		(34	)		148		(372	)		1,337		446
Total equity-based compensation	$	2,726	$	121		$	601	$	339		$	2,068	$	1,207

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Quarterly Trends

Revenue

Our total revenue generally increased over the periods presented, primarily reflecting contributions from acquisitions.

Platform revenue remained steady through the earlier quarters and increased during the first two quarters of fiscal 2025, driven by higher subscription and advertising revenue, primarily from the acquisitions of Visitor Reach and Masterworks, respectively.

Platform solutions revenue increased during the first two quarters of fiscal 2025, primarily due to infrastructure and technology development services provided through Gloo Capital Partners, including Servant, Masterworks and Barna. Platform solutions revenue also benefited from higher sales of our Gloo360 offering, which provides technology, data and consulting services.

Operating Expenses

Cost of Revenue (exclusive of depreciation and amortization) generally fluctuates depending on the revenue mix and gross margin. It increased in the first two quarters of fiscal 2025 primarily due to higher costs associated with the increase in platform revenue, as well as an overall increase in revenue.

Product development expense remained relatively stable and increased in the first two quarters of fiscal 2025, primarily due to wages and benefits associated with supporting Gloo AI and acquisitions.

Sales and marketing expenses gradually increased due to an investment in our internal marketing team and an increase in agency fees.

General and administrative expenses can fluctuate quarter to quarter. These expenses increased in the first two quarters of fiscal 2025, primarily due to acquisition-related fees and costs incurred in preparation for operating as a public company.

Non-GAAP Financial Measure

In addition to our results and measures of performance determined in accordance with U.S. GAAP, we also evaluate our operating performance based on our Adjusted EBITDA, a non-GAAP financial measure. In conjunction with our U.S. GAAP financial results, we use Adjusted EBITDA to evaluate our core operating performance, support planning and forecasting, and assess strategic opportunities. In addition, we may use Adjusted EBITDA in the incentive compensation programs applicable to some of our employees. Accordingly, we believe that Adjusted EBITDA may provide useful information to investors about our business and financial performance, enhance their overall understanding of our past performance and future prospects, and allow for greater transparency with respect to this measure used by our management in their financial and operational decision making.

Adjusted EBITDA has inherent limitations because it reflects the exercise of judgment by our management about which expense items to include or exclude. Accordingly, Adjusted EBITDA may not be directly comparable to similarly titled metrics used by other companies. The non-GAAP financial information is presented for supplemental informational purposes only and should not be considered a substitute for financial information presented in accordance with U.S. GAAP. Investors are encouraged to review the related U.S. GAAP financial measure and the reconciliation provided below, as well as our consolidated financial statements and related notes included elsewhere in this prospectus.

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We define Adjusted EBITDA as net loss attributable to common members adjusted to exclude (1) interest expense, (2) income tax expense (benefit), (3) depreciation and amortization, (4) equity-based compensation, (5) financing and restructuring costs, (6) impairment of goodwill, (7) loss (gain) from change in fair value of financial instruments, (8) loss on extinguishment of debt, (9) income (loss) from equity method investments, net, (10) interest income and (11) other non-cash or non-routine items that are not reflective of our core operating results. The following table presents a reconciliation of net loss attributable to common members, the most directly comparable financial measure calculated in accordance with U.S. GAAP, to Adjusted EBITDA.

	Year Ended January 31,						Six Months Ended July 31,
	2024			2025			2024			2025
	(in thousands)
Net loss attributable to common members	$	(48,313	)	$	(85,689	)	$	(27,394	)	$	(69,751	)
Net loss attributable to noncontrolling interests		—			(113	)		—			(1,307	)
Net loss		(48,313	)		(85,802	)		(27,394	)		(71,058	)
Adjusted to exclude:
Interest expense		3,796			4,738			1,075			6,003
Income tax expense (benefit)		(106	)		(796	)		(412	)		(293	)
Depreciation and amortization		4,685			7,714			3,611			5,200
Equity-based compensation		1,868			3,787			2,846			3,275
Financing and restructuring costs		1,522			687			4			1,370
Impairment of goodwill		—			27,753			—			—
Loss (gain) from change in fair value of financial instruments		—			(1,301	)		(220	)		11,436
Loss on extinguishment of debt		—			—			—			7,473
(Income) loss from equity method investments, net		161			580			273			460
Interest income		(12	)		(665	)		(182	)		(133	)
Other(1)		112			(70	)		4			18
Adjusted EBITDA	$	(36,287	)	$	(43,375	)	$	(20,395	)	$	(36,249	)

(1)Includes adjustments related to system implementation costs and expenses incurred in connection with preparing for an initial public offering.

Liquidity and Capital Resources

Sources and Uses of Funds

To date, our primary sources of liquidity have been net proceeds from the issuance of preferred equity, as well as long-term debt financings. Our principal uses of cash have included business acquisitions, investments in equity method investees and funding operating losses.

During the year ended January 31, 2024, we completed one business acquisition and made one equity method investment, using a combined $19.7 million in cash. Net cash used in operating activities during the same period totaled $41.4 million. For the year ended January 31, 2025, we completed two acquisitions and made one equity method investment, with a total cash outlay of $4.3 million. Net cash used in operating activities during the same period totaled $46.1 million.

During the six months ended July 31, 2024, we completed one business acquisition using $1.4 million in cash. Net cash used in operating activities during the six months ended July 31, 2024 totaled $23.5 million. For the six months ended July 31, 2025, we completed five acquisitions using $3.8 million in cash. Net cash used in operating activities during the six months ended July 31, 2025 totaled $44.2 million.

During the year ended January 31, 2025, we issued $60.7 million in aggregate principal amount of senior secured promissory notes that bear interest at a variable rate equal to the higher of the 1-Month SOFR or 1%, plus 8.0% per annum, mature on April 23, 2027 and are prepayable at any time by us without penalty (the Original Senior Secured Notes). The interest rate was 12.5% and 12.3% as of January 31, 2025 and July 31, 2025, respectively. In June 2025, we amended the terms of our outstanding debt, offering existing holders the option to exchange their Original Senior Secured Notes for senior secured convertible notes (the Exchanged Senior Secured Convertible Notes) that are convertible into shares of our common stock at the lower of (1) a 20% discount to the offering price or (2) $30.00 per share, with all other material terms remaining consistent with the Original Senior

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Secured Notes. As a result of the exchange, $50.6 million of the Original Senior Secured Notes were exchanged for Exchanged Senior Secured Convertible Notes, while $12.7 million remained outstanding with holders who declined to participate. Following the amendment, we have issued an additional $86.9 million of senior secured convertible notes under the same terms (together with the Exchanged Senior Secured Convertible Notes, the A&R Senior Secured Notes). The interest rate and maturity date of the A&R Senior Secured Notes, which are prepayable at any time by us without penalty, remain the same as the Original Senior Secured Notes.

Since our inception, we have raised equity and debt financing from a broad-based group of investors, including significant funding from our co-founder, president and chief executive officer, Mr. Beck, and his affiliates. Mr. Beck, together with his affiliates, is our largest equity holder and has continued to be a material capital contributor throughout our existence. To date, Mr. Beck and his affiliates have contributed an aggregate of $162.0 million to us through purchases of our common units, Series A preferred units and A&R Senior Secured Notes, representing more than 30% of our total capital raised. For the years ended January 31, 2024 and 2025, Mr. Beck and his affiliates contributed an aggregate of $18.0 million and $45.0 million, respectively, to us through purchases of our Series A preferred units and A&R Senior Secured Notes. For the six months ended July 31, 2024 and 2025, Mr. Beck and his affiliates contributed an aggregate of $30.0 million and $48.0 million, respectively, to us through the A&R Senior Secured Notes.

In addition, Mr. Beck and his affiliates entered into put agreements with several other purchasers of our Series A preferred units pursuant to which Mr. Beck and his affiliates agreed to purchase all of the shares purchased by such other purchasers for a total of $40.5 million upon such purchasers’ demand during a specified period. In connection with these put agreements, Mr. Beck and his affiliates also entered into guaranty agreements with certain of the purchasers to personally guarantee the payment of $26.9 million of the obligations under these put agreements.

Further, Mr. Beck and his affiliates have entered into guaranty agreements with holders of the Original Senior Secured Notes and the A&R Senior Secured Notes pursuant to which Mr. Beck and his affiliates have guaranteed payment of the outstanding balances of these notes totaling $49.8 million upon the occurrence of certain events of default. Mr. Beck has also entered into put agreements with certain holders of A&R Senior Secured Notes pursuant to which he has agreed to purchase such notes, or the equity securities issuable upon conversion thereof, for a total of $2.0 million during a specified period.

In connection with certain of our acquisitions, Mr. Beck and his affiliates entered into put agreements with the sellers pursuant to which Mr. Beck and his affiliates agreed to purchase upon such sellers’ demand the equity consideration they received, totaling $44.0 million, during a specified period. In connection with one of these acquisitions, Mr. Beck and his affiliates also entered into a guaranty agreement with the sellers to personally guarantee the payment of $30.0 million of the obligations under these put agreements. The aggregate amount of the consideration attributed to the equity consideration in those acquisitions was $15.9 million.

As of January 31, 2025, we held cash and cash equivalents of $13.6 million and had an accumulated deficit of $368.3 million. We incurred a net loss of $85.8 million and $48.3 million during fiscal 2024 and fiscal 2023, respectively. As of July 31, 2025, we held cash and cash equivalents of $22.6 million and had an accumulated deficit of $438.1 million. We incurred a net loss of $71.1 million and $27.4 million during the six months ended July 31, 2025 and July 31, 2024, respectively.

Looking ahead, management’s assessment of our ability to continue as a going concern involved evaluating its forecasted liquidity needs and overall financial condition over a period of at least 12 months from the date the financial statements are available to be issued. As part of this assessment, management considered our current financial condition, which is characterized by recurring operating losses, negative cash flows, limited liquid resources and dependence on external financing, as well as the funds required to execute our business plan over the evaluation period. Based on these factors, we have concluded that there is substantial doubt about our ability to continue as a going concern for at least 12 months from the date the financial statements are available to be issued.

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The consolidated financial statements have been prepared on a basis that assumes we will continue as a going concern and do not include any adjustments to reflect the possible future effects of the recoverability and classification of assets or the amounts and classification of liabilities that may result should we be unable to continue as a going concern.

Historical Cash Flows

The following table summarizes our consolidated cash flows for the periods indicated:

	Year Ended January 31,								Six Months Ended July 31,
	2024				2025				2024				2025
	(in thousands)
Net cash provided by (used in):
Operating activities		$	(41,382	)		$	(46,134	)		$	(23,493	)		$	(44,226	)
Investing activities			(24,482	)			(14,926	)			(4,176	)			(10,732	)
Financing activities			77,673				61,177				44,142				64,217
Effect of exchange rate changes on cash and cash equivalents			—				—				—				(260	)
Net increase in cash and cash equivalents		$	11,809			$	117			$	16,473			$	8,999

Operating Activities

Net cash used in operating activities was $46.1 million for the year ended January 31, 2025, as compared to $41.4 million for the year ended January 31, 2024. The increase in cash used was primarily driven by a decrease of net cash flows from changes in operating assets and liabilities of $6.3 million, primarily attributable to the timing of payments for accrued expenses and other non-current liabilities. The increase in net loss of $37.5 million was offset by $39.0 million of net non-cash charges, including an impairment of goodwill of $27.8 million, an increase in depreciation and amortization of $3.0 million, and an increase in equity-based compensation of $1.9 million.

Net cash used in operating activities was $44.2 million for the six months ended July 31, 2025, as compared to $23.5 million for the six months ended July 31, 2024. The increase in cash used was primarily driven by an increase in net loss of $43.7 million, partially offset by $22.0 million of net non-cash charges, including an increase in the loss from change in fair value of financial instruments of $11.2 million, a loss on extinguishment of debt of $7.5 million, an increase in depreciation and amortization of $1.6 million and an increase in equity-based compensation of $0.4 million.

Investing Activities

Net cash used in investing activities was $14.9 million for the year ended January 31, 2025, as compared to $24.5 million for the year ended January 31, 2024. The decrease was primarily driven by a $17.3 million reduction in cash used for acquisitions, partially offset by an increase in investments in capitalized software of $5.8 million and an increase in cash paid for equity method investments of $2.0 million primarily related to the Midwestern investment.

Net cash used in investing activities was $10.7 million for the six months ended July 31, 2025, as compared to $4.2 million for the six months ended July 31, 2024. The increase was primarily driven by an increase of $3.9 million in investments related to capitalized software and an increase in cash paid of $2.4 million for our five acquisitions.

Financing Activities

Net cash provided by financing activities was $61.2 million for the year ended January 31, 2025, as compared to $77.7 million for the year ended January 31, 2024. The decrease was primarily driven by a decrease in proceeds received from preferred unit issuances of $44.9 million, and a decrease in member advances received of $14.8 million. The decrease was partially offset by an increase in proceeds from non-current debt of $42.5 million related to the issuance of the senior secured promissory notes.

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Net cash provided by financing activities was $64.2 million for the six months ended July 31, 2025, as compared to $44.1 million for the six months ended July 31, 2024. The increase was primarily driven by an increase in proceeds received from the issuance of senior secured convertible notes of $13.0 million and an increase in member advances received of $6.7 million.

Emerging Growth Company Status

As an “emerging growth company,” Section 107 of the JOBS Act allows us to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. We have elected to use this extended transition period under the JOBS Act for the implementation of new or revised accounting standards and as a result of this election, our consolidated financial statements may not be comparable to the financial statements of issuers who are required to comply with the effective dates for new or revised accounting standards that are applicable to public companies, which may make our Class A common stock less attractive to investors. We will remain an emerging growth company until the earliest to occur of: (1) the last day of the fiscal year in which we have at least $1.235 billion in annual revenue; (2) the date we qualify as a “large accelerated filer,” with at least $700.0 million of equity securities held by non-affiliates as of the last business day of our most recently completed second fiscal quarter; (3) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period; and (4) the last day of the fiscal year ending after the fifth anniversary of the completion of this offering.

Off-Balance Sheet Arrangements

We do not have nor do we enter into off-balance sheet arrangements that had, or which are reasonably likely to have, a material effect on our financial condition, revenue or expenses, results of operations, liquidity, capital expenditures or capital resources.

Critical Accounting Policies and Estimates

Our discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles, or U.S. GAAP. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets and liabilities and related disclosure of contingent assets and liabilities, revenue and expenses at the date of the financial statements. Generally, we base our estimates on historical experience and other assumptions in accordance with U.S. GAAP that we believe are reasonable under the circumstances, and we evaluate these estimates on an ongoing basis. Actual results may differ from these estimates.

Critical accounting policies and estimates are those that we consider the most important to the portrayal of our financial condition and results of operations because they require our most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. Our critical accounting policies and estimates are discussed below:

Revenue Recognition

We recognize revenue in accordance with Accounting Standards Codification (ASC) Topic 606, Revenue from Contracts with Customers (ASC 606), and, for certain funding arrangements, ASC 958-605. Under ASC 606, revenue is recognized when control of the promised goods or services is transferred to customers in an amount that reflects the consideration we expect to receive. Our revenue consists primarily of subscription revenue, marketplace revenue and advertising revenue, the three of which comprise platform revenue, as well as platform solutions revenue and other revenue. We determine revenue recognition in accordance with ASC 606 through the following five steps:

1. Identification of the contract, or contracts, with the customer.

2. Identification of the performance obligations in the contract.

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3. Determination of the transaction price.

4. Allocation of the transaction price to the performance obligations in the contract.

5. Recognition of revenue when, or as, a performance obligation is satisfied.

For contracts involving multiple performance obligations, the total transaction price is allocated based on the relative stand-alone selling price (SSP) of each distinct obligation. SSP is determined using observable prices charged to similar customers whenever available. In instances where observable SSPs are not available, we estimate SSPs based on market conditions, historical pricing practices and internal pricing guidelines. SSP ranges are periodically reassessed, and allocations are updated prospectively for new contracts.

Our contracts may include variable consideration such as estimated refunds, coupons, incentives and adjustments, accounted for as reductions of revenue to the extent it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. Judgment is exercised in determining SSP and estimating variable consideration. We continually assess these estimates based on historical experience and market conditions.

Subscription revenue consists primarily of software-as-a-service (SaaS) offerings. Customers typically receive continuous access to our SaaS offerings, which includes ongoing updates and support. Revenue from these subscriptions is recognized ratably over the contractual period, beginning on the date the service is made available to the customer. Subscription contracts can be billed annually in advance, quarterly in advance or monthly, and payments are due within standard commercial terms. Our contracts do not typically contain significant financing components.

Marketplace revenue includes sales of physical and digital products such as books, publications, curriculum materials, marketing materials and church supplies through our online marketplace and online stores of consolidated Gloo Capital Partners. Revenue from marketplace sales is recognized at a point in time upon shipment for physical goods or when made available to the customer for download for digital goods, which is when control of the product transfers to the customer.

We generally assume the role of supplier and act as the principal in these transactions and therefore recognize revenue on a gross basis. At the time of entering into an agreement with the customer, we maintain control of the inventory originally purchased from vendors or suppliers and are viewed as the primary obligor to the customer. We have discretion in establishing pricing for the products, which is established at the time of signing the agreement, and bears certain risks associated with the products, including inventory risk. In these instances, the customer purchases directly from us and looks to us as responsible for fulfillment and resolution of any product-related issues.

Advertising revenue consists of digital advertising services provided through our websites and those of our consolidated Gloo Capital Partners, as well as campaign management services. We offer advertising under fixed-fee campaigns, recognizing revenue ratably over the campaign period, and performance-based arrangements priced on a cost-per-click basis, recognizing revenue as clicks occur. We apply the invoice practical expedient to performance-based advertising, as billings correspond directly to services provided.

We also offer campaign management services which includes strategy and creative consulting services, mail campaigns, digital media campaigns, data and analytics, email campaigns and SMS campaigns. Revenue from these services is recognized over time using an input method based on actual costs incurred relative to budgeted costs. In providing advertising and campaign services, we generally engage third-party vendors for printing, postage, data acquisition and media placement. We act as the principal in these arrangements because it controls the specified services before they are transferred to the customer, we have discretion in selecting and directing vendors, and we are responsible for fulfilling the services. Accordingly, advertising revenues are reported on a gross basis and related third-party costs are recorded in cost of revenue.

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Platform solutions revenue includes services such as strategic consulting, marketing execution, technology enablement and call center operations. We recognize revenue from these services over time as customers simultaneously receive and consume the benefits provided. Certain platform solutions contracts include fees that are subject to a high degree of variability, dependent upon the successful fundraising efforts of our customers. Due to this variability, we constrain revenue to amounts for which it is probable that there will not be a significant reversal of cumulative revenue recognized.

Other revenue recognized arises from contributions received through non-reciprocal funding arrangements. Contributions from nonprofit organizations provide third-party beneficiaries access to our subscription services. Revenue under these arrangements is recognized ratably over the period of time we provide beneficiaries access to the platform, corresponding with the lapse of the donor-imposed conditions.

Consolidation

We consolidate all entities that we control through a majority voting interest or as the primary beneficiary of a variable interest entity (VIE). We use, and expect to continue to use, a combination of our equity ownership, governance rights and other contractual arrangements to control operations of these entities. However, these arrangements may not be as effective in providing us with control over these operations as would wholly owning these entities.

Under the VIE model, we are required to perform an analysis as to whether we have a variable interest in an entity and whether the entity is a VIE. If we have a variable interest in an entity, we further assess whether the entity is a VIE and, if so, whether we are the primary beneficiary. Entities that do not qualify as VIEs are assessed for consolidation under the voting interest model. The assessment of whether an entity is a VIE requires an evaluation of qualitative factors and, where applicable, quantitative factors. These judgments include: (a) determining whether the entity has sufficient equity at risk; (b) evaluating whether the equity holders, as a group, lack the ability to make decisions that significantly affect the economic performance of the entity; and (c) determining whether the entity is structured with disproportionate voting rights in relation to their equity interests.

For entities that are determined to be VIEs, we are required to consolidate those entities where we have concluded that we are the primary beneficiary. The primary beneficiary is defined as the variable interest holder with (a) the power to direct the activities of a VIE that most significantly affect the entity’s economic performance and (b) the obligation to absorb losses of the entity or the right to receive benefits from the entity that could potentially be significant to the VIE. In evaluating whether we are the primary beneficiary, we evaluate our economic interests in the entity held either directly or indirectly by us. At each reporting date, we determine whether any reconsideration events have occurred that require us to revisit the primary beneficiary analysis, and we will consolidate or deconsolidate accordingly.

We eliminate from our financial results all significant intercompany transactions, including the intercompany transactions with consolidated VIEs.

Equity Method Investments

We account for investments in entities over which we have the ability to exercise significant influence, but do not control, under the equity method of accounting in accordance with ASC Topic 323, Investments – Equity Method and Joint Ventures. These investments are initially recorded at cost and subsequently adjusted to reflect our proportionate share of the investee’s net income or loss and any dividends received.

Our share of income or loss is generally determined based on our ownership percentage. However, if contractual agreements specify alternative allocation ratios for profits, losses or distributions, we apply those ratios when deemed substantive.

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Equity method investments are reviewed for impairment whenever significant events or changes in circumstances indicate that the carrying amount of the investment might not be recoverable. When such events or changes occur, we evaluate the fair value compared to our cost basis in the investment. Our investments in non-publicly traded companies require management’s assessment of fair value and is based on various valuation methodologies, including discounted cash flows, estimates of sales proceeds and appraisals, as appropriate. We consider the assumptions that we believe a market participant would use in evaluating estimated future cash flows when employing the discounted cash flow or estimates of sales proceeds valuation methodologies. The ability to accurately predict future cash flows may impact the determination of fair value. In the event the fair value of an investment declines below our cost basis, management is required to determine if the decline in fair value is other than temporary. If management determines the decline is other than temporary, an impairment charge is recorded. Management’s assessment as to the nature of a decline in fair value is based on, among other things, the length of time and the extent to which the market value has been less than our cost basis; the financial condition and near-term prospects of the issuer; and our intent and ability to retain the investment for a period of time sufficient to allow for any anticipated recovery in market value.

Business Combinations

Business combinations are accounted for under the acquisition method of accounting. This method requires, among other things, allocation of the fair value of purchase consideration to the tangible and intangible assets acquired and liabilities assumed, as well as any noncontrolling interests, at their estimated fair values on the acquisition date. The excess of the fair value of purchase consideration over the values of these identifiable assets, liabilities and any noncontrolling interests is recorded as goodwill. When determining the fair value of assets acquired, liabilities assumed and any noncontrolling interests, management makes significant estimates and assumptions, especially with respect to intangible assets. Management’s estimates of fair value are based upon assumptions believed to be reasonable but which are inherently uncertain and unpredictable, and as a result, actual results may differ from estimates. The amounts and estimated useful lives assigned to intangible assets acquired in business combinations impact the amount and timing of future amortization expense. During the measurement period, not to exceed one year from the date of acquisition, we may record adjustments to the assets acquired and liabilities assumed, with a corresponding offset to goodwill, if new information is obtained related to facts and circumstances that existed as of the acquisition date. After the measurement period, any subsequent adjustments are reflected in the consolidated statements of operations. Acquisition costs, consisting primarily of third-party legal and consulting costs, are expensed as incurred.

Capitalized Software

We capitalize qualifying costs associated with internal-use software when incurred during the application development stage. Capitalization begins once the preliminary project stage has been completed, conceptual design and performance requirements have been finalized, and it is probable that the software will be completed and used as intended. Capitalization ceases when the software is substantially complete and ready for its intended use, which includes completion of all significant testing.

We capitalize costs related to major enhancements and upgrades of internal-use software when such improvements result in additional functionality. Costs for maintenance, minor enhancements and routine repairs are expensed as incurred. Additionally, costs incurred during the preliminary project stage and post-implementation operating activities are charged to expense as incurred.

We also capitalize costs incurred to acquire software for internal use upon acquisition.

Capitalized internal-use software costs are amortized on a straight-line basis over the estimated useful life of three years once the software is ready for its intended use. Management applies judgment in determining when projects transition between stages, evaluating the ongoing value of capitalized software, and establishing estimated useful lives for amortization.

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Equity-Based Compensation

We measure and recognize compensation expense for all equity-based awards, including common unit options and profits interests units, granted to employees, directors, and non-employees, based on the estimated fair value of the awards on the date of grant. Generally, equity-based compensation expense is recognized on a straight-line basis over the requisite service period. Forfeitures are accounted for in the period in which they occur.

The fair value of each common unit option and profits interest unit granted is estimated using the hybrid method, which includes the Probability-Weighted Expected Return Method (PWERM) and the Black-Scholes option-pricing model. The determination of the grant date fair value of issued awards is affected by a number of variables, including the fair value of our underlying common units, our expected common unit price volatility over the term of the award, the expected term of the award, risk-free interest rates and the expected dividend yield of our common units.

Common Unit and Profits Interest Unit Valuation

Historically, for all periods prior to this offering, the fair value of the shares of common units underlying our share-based awards, and our profits interests units, were estimated on each grant date by our board of directors with input from management and contemporaneous third-party valuations. We believe that our board of directors has the relevant experience and expertise to determine the fair value of our common units. Given the absence of a public trading market for our common units and profits interests units, our board of directors exercised reasonable judgment and considered a number of objective and subjective factors to determine the best estimate of the fair value of our common units and profits interests units, including:

•Our actual operating results and financial performance;

•Conditions in the industry and economy in general;

•The rights, preferences and privileges of our Series A preferred units related to those of our common units;

•The likelihood of achieving a liquidity event for the holders of our common units, such as an initial public offering or a course of staying privately held, given prevailing market conditions;

•Equity market conditions affecting comparable public companies and the market performance of comparable publicly traded companies;

•The U.S. and global capital market conditions; and,

•The lack of marketability of our common units and profits interests units and the results of independent third-party valuations. Valuations of our common units were prepared by an unrelated third-party valuation firm in accordance with the guidance provided by the FASB in ASC 718, ASC 820, as well as the AICPA in its Accounting and Valuation Guide, Valuation of Privately-Held-Company Equity Securities Issued as Compensation.

In valuing our common units, the fair value of our business was determined using various valuation methods, including combinations of income and market approaches, with input from management. The income approach estimates value based on the expectation of future cash flows that we may generate. These future cash flows are discounted to their present values using a discount rate derived from an analysis of the cost of capital of comparable publicly traded companies in our industry or similar business operations as of each valuation date, adjusted to reflect the inherent risks in our cash flows. The market approach estimates value based on a comparison to comparable public companies in a similar line of business and may also include backsolves, which infers our value from recent financing rounds or tender offers. From these comparable companies, a representative market value multiple is determined and then applied to our financial forecasts to estimate its value.

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For each valuation, the enterprise value determined by the income and/or market approaches was then allocated to the common stock using the option pricing method, or OPM, or a hybrid of the PWERM and OPM, which estimates the probability weighted value across multiple scenarios but uses OPM to estimate the allocation of value within one or more of those scenarios.

The OPM method allows for the allocation of a company’s equity value among the various equity capital owners. The OPM uses the preferred unitholders’ liquidation preferences, participation rights, dividend policy and conversion rights to determine how proceeds from a liquidity event shall be distributed among the various ownership classes at a future date. The PWERM method involves the estimation of future potential outcomes for the company, as well as values and probabilities associated with each respective potential outcome. This method is particularly useful when discrete future outcomes can be predicted at a relatively high confidence level with a probability distribution. Discrete future outcomes considered under the PWERM include a liquidity event, as well as non-liquidity event market-based outcomes. Determining the fair value of the enterprise using the PWERM requires the development of assumptions and estimates for both the probability of a liquidity event and stay private outcomes, as well as the values those outcomes could yield.

The application of these approaches and methodologies involves the use of highly complex and subjective estimates, judgments and assumptions, such as those regarding our expected future revenue, expenses and cash flows; discount rates; market multiples; the selection of comparable public companies; and the probability and timing of possible future events. Changes in any or all of these estimates and assumptions, or the relationships between those assumptions, impact our valuations as of each valuation date and may have a significant impact on the valuation of our common units.

For valuations after the completion of this offering, the board of directors will determine the fair value of each share of underlying common stock based on the closing price of our common stock as reported on the date of grant. Future expense amounts for any particular period could be affected by changes in our assumptions or market conditions.

Derivative Liabilities

We account for our warrants and other derivative financial instruments as either equity or liabilities based upon the characteristics and provisions of each instrument, in accordance with ASC 815. Warrants classified as equity are recorded at fair value as of the date of issuance on our consolidated balance sheets and no further adjustments to their valuation are made. Warrants classified as derivative liabilities and other derivative financial instruments that require separate accounting as liabilities are recorded on our consolidated balance sheets at their fair value on the date of issuance and will be revalued on each subsequent balance sheet date until such instruments are exercised or expire, with any changes in the fair value between reporting periods recorded as other income or expense. Management estimates the fair value of these liabilities using option pricing models and assumptions that are based on the individual characteristics of the warrants or instruments on the valuation date, as well as assumptions for future financings, expected volatility, expected life, yield, and risk-free interest rate.

Complex Financial Instruments

We do not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks. We evaluate our financial instruments, including options, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. We value derivatives using the Black-Scholes option-pricing model or other acceptable valuation models. Derivative instruments are valued at inception, upon events such as an exercise of the underlying financial instrument and at subsequent reporting periods. The classification of derivative instruments, including whether such instruments should be recorded as liabilities, is re-assessed at the end of each reporting period.

We review the terms of debt instruments, equity instruments and other financing arrangements to determine whether there are embedded derivative features, including embedded conversion options that are required to be bifurcated and accounted for separately as a derivative financial instrument.

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Accounting for Impairment for Goodwill

Goodwill and indefinite-lived intangible assets are not amortized, but instead are evaluated for impairment annually or more often if indicators of a potential impairment are present. Our annual impairment tests are conducted during the fourth quarter. When we believe it is appropriate, we may elect to first perform the optional qualitative assessment for certain of our reporting units. Factors considered in this assessment include economic, industry and company-specific factors in assessing the fair value of the related reporting unit. If we determine that it is more likely than not that the fair value of the reporting unit is less than its carrying value, a quantitative test is then performed. Otherwise, no further testing is required. For those reporting units tested using a quantitative approach, we compare the fair value of each reporting unit with the carrying amount of the reporting unit, including goodwill. If the estimated fair value of the reporting unit is less than the carrying amount of the reporting unit, impairment is indicated, requiring recognition of a goodwill impairment charge for the differential (up to the carrying value of goodwill).

We determine the fair value of our reporting units using a combination of the income and market approaches. Under this hybrid approach, we calculate the fair value of our reporting unit based on the present value of future cash flows equally weighted with valuations based on trading multiples derived from publicly traded companies that are most similar to our reporting unit. Considerable management judgment is necessary to evaluate the impact of operating and macroeconomic changes and to estimate the future cash flows used to measure fair value and to identify comparably public company multiples. Our estimates of future cash flows consider past performance, internal projections and operating plans which incorporate estimates for sales growth and profitability, and cash flows associated with taxes and capital spending. We believe such assumptions also reflect current and anticipated market conditions and are consistent with those that would be used by other marketplace participants for similar valuation purposes. Such assumptions are subject to change due to changing economic and competitive conditions.

Recent Accounting Pronouncements

See Note 2, Summary of Significant Accounting Policies to our consolidated financial statements included elsewhere in this prospectus for recently adopted accounting pronouncements and recently issued accounting pronouncements not yet adopted as of the date of this prospectus.

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Material Weakness in Internal Control over Financial Reporting

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. Management identified three material weaknesses in our internal control over financial reporting relating to:

•an ineffective information technology general control (ITGC) environment due to improper logical access, change management and computer operations controls within (1) certain enterprise resource planning systems (ERPs), (2) other third-party financial systems integrated to these ERPs and utilized for financial reporting purposes and (3) internally developed systems used for financial reporting purposes;

•improper segregation of duties within (1) certain enterprise resource planning systems (ERPs), (2) other third-party financial systems integrated to these ERPs and utilized for financial reporting purposes, (3) internally developed systems used for financial reporting purposes and (4) various business processes impacting financial reporting; and

•a lack of financial close and reporting controls that are sufficiently precise, performed consistently, timely, and documented.

We are in the process of implementing remediation plans to address these material weaknesses. However, we cannot guarantee that these remediation efforts will be successful or that additional material weaknesses will not be identified in the future. See the section titled “Risk Factors—Risks Related to Regulation and Taxation—We identified material weaknesses in our internal control over financial reporting in connection with the preparation and audit of our financial statements for the fiscal years ended January 31, 2024 and 2025, and we may identify additional material weaknesses in the future that may cause us to fail to meet our reporting obligations or result in material misstatements of our financial statements. If we fail to remediate existing material weaknesses, identify additional material weaknesses or fail to establish and maintain effective internal control over financial reporting, our ability to accurately and timely report our financial results could be adversely affected.”

Quantitative and Qualitative Disclosures About Market Risk

As a “smaller reporting company,” as defined in Rule 12b-2 of the Exchange Act, we are not required to provide the information required by Item 305 of Regulation S-K.

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BUSINESS

Our Mission and Purpose

Gloo’s mission is to build the leading vertical technology platform for the faith and flourishing ecosystem, which we believe is one of the largest, oldest and least-digitized ecosystems in the world. Our purpose is to shape technology as a force for good, so people can flourish and communities can thrive. This is grounded in our belief that relationships catalyze growth, and when technology is used to serve relationships, it transforms lives.

The faith and flourishing ecosystem is vast and, we believe, a technologically underserved vertical that includes traditional Christian (primarily Protestant and Catholic) churches and a diverse network of ministries, nonprofits and service providers. According to a 2016 analysis conducted by the Interdisciplinary Journal of Research on Religion, the faith sector, including all religions of which Christianity is the largest in America, contributes approximately $1.2 trillion to the United States economy each year. According to IBISWorld, Christian organizations, which comprise our primary customer focus, accounted for 88% of the aggregate revenue of religious organizations in the United States in 2024. Although we have not undertaken an independent analysis to estimate the total addressable market for all of our current offerings or determined with precision the portion of this market that we may serve, we are confident that Gloo has substantial opportunities for continued growth. In the United States alone, the faith and flourishing ecosystem is estimated to include over 415,000 Christian organizations, comprised of over 315,000 Christian congregations according to the 2020 U.S. Religion Census by the Association of Statisticians of American Religious Bodies, as well as over 100,000 Christian nonprofit organizations according to the Cause IQ directory of nonprofits as of July 2025.

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Overview

Since our founding in 2013, we have offered a breadth of products, services and solutions to the two primary stakeholders at the core of the faith and flourishing ecosystem, network capability providers (NCPs) and the churches and frontline organizations (CFLs) they serve.

NCPs play an enabling role in the faith and flourishing vertical by equipping CFLs with products and services so CFLs can focus on their mission. These products and services include technology solutions, content, marketing services and donor services. CFLs serve as the heart of the faith and flourishing ecosystem, and include churches, ministries, nonprofits and service organizations, providing worship, educational programs, community outreach efforts and other social services support.

We have established a platform that connects NCPs and CFLs and facilitates sales of products and services between the two groups. Through our platform, CFLs gain access to curated resources and NCPs benefit from targeted distribution of their products and services to members of the ecosystem. The Gloo platform includes a suite of technology, marketplace, advertising and service solutions offered directly by us and by our wholly owned or consolidated subsidiaries, which we refer to as Gloo Capital Partners.

We generate revenue from NCPs through sales of enterprise subscriptions to outsourced technology, artificial intelligence (AI) capabilities and advertising (all of which we account for as platform revenue), as well as platform solutions. We generate platform revenue from CFLs through sales of subscriptions to communication tools, content libraries, data insights and AI capabilities, as well as through transactions on our and Gloo Capital Partners’
e-commerce marketplaces, including Outreach, Inc., our largest online marketplace.

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We launched our company by offering free tools and services to CFLs, such as messaging and texting services, curated content and access to resources, with the goal of addressing widespread communication and engagement challenges between CFLs and their constituents. This strategy allowed us to accumulate a large and diverse user base of CFLs, while also continuing to develop more products and solutions. From the outset, our focus has been to create infrastructure for the faith and flourishing ecosystem that enables greater coordination among its participants and unlocks value for both NCPs and CFLs. We believe there is significant market fragmentation in the ecosystem and, to our knowledge, no other company has aggregated a comparable breadth and diversity of churches and faith-based organizations. We believe this scale and scope positions Gloo as a unifying force in the ecosystem and creates a meaningful and durable competitive advantage.

The strength of our platform today is the result of a deliberate sequence of strategic initiatives. These are described below and include catalyzing large-scale engagement through national media campaigns, such as State of the Church, He Gets Us and Churches Care, and expanding our platform through acquisitions and investments.

In fiscal 2023, Gloo was chosen to provide technology infrastructure for He Gets Us, a large national faith-aligned media campaign. This campaign created engagement between campaign audiences and thousands of participating churches. The campaign drove significant platform adoption by churches and accounted for the majority of our fiscal 2023 revenue, helping to establish Gloo as a central connector in the faith and flourishing ecosystem.

To expand on this momentum, we acquired Outreach in fiscal 2024. According to Grips, an e-commerce research and comparison tool, Outreach is a leading business-to-business provider of church-focused products and services. The acquisition provided us with one of the largest faith-based e-commerce marketplaces in the world, added thousands of CFLs to our platform and accounted for 87.8% of total revenue in fiscal 2024.

Together, the He Gets Us campaign and our Outreach acquisition significantly increased the scale and reach of our platform, bringing tens of thousands of new CFLs to the platform. Beginning in the first quarter of fiscal 2025, we further diversified our revenue by adding new offerings to our platform, including advertising and enterprise-level solutions, now driven by Gloo360, our technology, data and consulting services offered to larger faith and flourishing organizations through enterprise subscriptions. For the six months ended July 31, 2024, we generated the majority of our revenue from sales of products and services through Outreach, and for the six months ended July 31, 2025, one third of our revenue was generated from Outreach.

We have scaled our platform through a combination of product innovation, customer growth and product suite penetration, as well as targeted acquisitions and investments in several NCPs with complementary technologies, products and customer relationships. These efforts have expanded our capabilities and diversified our growth across multiple growth drivers:

•acquisition-led growth through targeted acquisitions of NCPs;

•enterprise-led growth through high-touch, relationship-based sales to NCPs;

•digital-led growth through search engine optimization, marketing and paid advertising to CFLs to invite users to experience our platform’s value through free trials, freemium models and self-service onboarding; and

•AI-transformation growth through developing and selling AI capabilities to CFLs and NCPs designed to streamline operations, enhance content creation and improve community engagement.

Looking ahead, we are focused on growing our platform across subscriptions, advertising, marketplace transactions and NCP platform solutions. We are actively investing in and growing the Gloo Media Network, which provides marketing and advertising services to and through NCPs. In parallel, we are developing Gloo AI, our proprietary AI infrastructure designed to enable new applications for engagement, data insights and content creation to serve NCPs, publishers, content creators, denominations, donor platforms and developers. We also expect to continue to pursue strategic acquisitions and investments that expand platform capabilities, deepen integration across ecosystem participants and solidify our position as a trusted, unifying platform for the faith and flourishing ecosystem.

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The Faith and Flourishing Ecosystem

The faith and flourishing ecosystem constitutes a large and expanding cornerstone of our country. It encompasses all religions and is estimated to contribute over $1.2 trillion annually to the U.S. economy in 2016 and to include over 450,000 organizations in the United States. According to research conducted by IBISWorld, in the United States, the religious organizations sector employed approximately 1.7 million people in 2024 and is forecasted to increase to approximately two million by 2029. The ecosystem is not limited to churches; it also includes ministries, service organizations, educational institutions, health providers, nonprofits and other values-aligned organizations.

•According to two separate studies conducted by Barna Group, a Gloo Capital Partner, and Pew Research Center across 2023 and 2024, more than 60% of Americans identify as Christian.

•Christian congregations range in size and structure, from large megachurches to small community gatherings, often affiliated with denominations and networks. According to the 2020 U.S. Religion Census, more than 315,000 Christian congregations operate across the country.

•Religious participation remains a cornerstone of American life, bolstered by a culture of charitable giving. According to Pew Research Center, 33% of Americans attend a religious service monthly, making worship one of the most regular and widespread social gatherings in the country.

•According to 2025 Kentley Insights, from 2019 through 2023, religious organization revenue for all religions combined grew at a compound annual growth rate of 8.6% per year in the United States. This growth rate outpaced the 6.2% average for service industries in the same time period and ranked religious organizations in the top 20% of all service industries.

•The growth rate is estimated to be 6.6% in 2024 and forecasted at 4.9% in 2025. According to 2025 Kentley Insights, faith-based organizations of all religions generated over $245 billion in revenue in 2024.

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The importance of faith in American life extends across generations:

•Younger generations are increasingly stepping into philanthropic roles. According to a Giving USA Special Report from 2024, Millennials and Gen Z, often presumed to be less religiously affiliated, are showing renewed engagement.

•According to the same report, Gen Z donors more than doubled their giving to faith-based organizations between 2021 and 2024, while Millennials reported a 57% increase in donations to places of worship in the same time period.

•According to Barna, weekly church attendance is the strongest among Millennials, with nearly 40% reporting regular worship attendance as of 2022, suggesting a generational renewal in the faith landscape.

Religious organizations also play a pivotal role in broader philanthropic and social service landscapes. Faith-based entities operate a substantial portion of the nation’s hospitals and educational institutions and have historically been major recipients of federal grants for social services.

Human Flourishing

The faith and flourishing ecosystem is far broader than churches alone. It includes a diverse set of for-profit and nonprofit organizations that help humans flourish across seven essential areas of life: spirituality, relationships, purpose, finances, health, character and contentment.

We define human flourishing as holistic well-being in these seven dimensions, a definition rooted in scripture, philosophy and psychological research. We believe that the rapid evolution of AI and other new technologies has the potential to either accelerate or undermine human flourishing. Gloo exists to help ensure that technology is shaped as a force for good. Our product development is informed by the ongoing Global Flourishing Study, a collaboration between Harvard, Baylor and Gallup, based on data from over 200,000 people across 22 countries.

Our platform serves organizations that specialize across the seven dimensions of the Global Flourishing Study framework, which are:

•Spirituality: churches, ministries, Christian universities, seminaries

•Relationships: counseling centers, parenting and marriage resources, community outreach organizations

•Purpose: vocational training, community development, philanthropic networks

•Finances: nonprofit lending, values-aligned insurance, human resources and retirement plans

•Health: addiction recovery, mental health, wellness services, anti-trafficking organizations

•Character: values-aligned content including faith-based films and digital media

•Contentment: assessment tools, values-aligned publishers, wellness apps

Our platform connects and equips thousands of human flourishing organizations representing these dimensions, empowering them to serve millions of people within what we believe is one of the most resilient and purpose-driven verticals in the modern economy.

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The Gloo Platform

Our platform is built on four revenue streams: subscriptions, advertising and marketing, marketplace offerings and platform solutions. Gloo AI is increasingly integrated with our solutions, which we are designing to work seamlessly together to enable data exchange, machine learning, large language models, content licensing, content delivery and services to flow across the faith and flourishing ecosystem. Several of our existing products are AI-native tools and agents that incorporate AI from the beginning of their lifecycle, however, some of our Gloo Capital Partners are still early in their AI adoption with AI powering a small but growing number of their current products and services.

Subscriptions

We offer free, premium and enterprise subscription-based software and solutions to NCPs and CFLs. These offerings represent the foundational layer of the Gloo platform, enabling NCPs and CFLs to communicate, organize and operate more effectively. Our subscription offerings generate revenue through monthly and annual subscription agreements. For the six months ended July 31, 2025, approximately 70% of our revenue was recurring and re-occurring. Recurring revenue is derived from monthly or annual subscriptions and ongoing contracts, and accounted for approximately 44% of our total revenue for the six months ended July 31, 2025. Re-occurring revenue is derived from repeat customer purchases, most often of digital and physical products from Outreach, and accounted for more than 20% of our total revenue for the six months ended July 31, 2025.

Gloo Workspace

Gloo Workspace is a single, online entry point for resources designed to help a pastor or ministry leader lead, grow and operate his or her church or ministry, including content and insights, communications, tools, data insights and an e-commerce marketplace. Gloo Workspace offers proprietary AI-powered products for CFLs to understand and engage with the people they serve and their communities. Through Gloo Workspace, registered users can access our free communications product, which enables automated SMS text and email outreach. Paying users can subscribe to Gloo+, a premium subscription that includes tools that we and Gloo Capital Partners have developed for enhanced engagement, sermon preparation, generative AI content creation and audience analytics. Gloo+ is designed to provide a comprehensive view of community needs, presenting patterns and trends benchmarked against peer organizations. Gloo+ also provides discounted subscriptions to our full suite of software products. Registered users can also subscribe to these products individually through Gloo Workspace or through the websites of our Gloo Capital Partners.

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The suite of software products and licenses that we offer to CFLs include:

Gloo360

Gloo360 launched in the first quarter of fiscal 2025 and provides NCPs with subscription-based enterprise technology, data and consulting to support growth and operations. Through annual subscriptions, Gloo360 provides a comprehensive suite of solutions that includes cloud services and managed information technology (IT), cybersecurity and data protection, business intelligence and strategic consulting, custom software and digital solutions, helpdesk support, project management and e-commerce infrastructure.

Our IT systems and customer-facing services are delivered through a combination of in-house and third-party infrastructure. More specifically, Gloo360 maintains proprietary software and workflow tools that are hosted on third-party cloud service providers, including Amazon Web Services. These third-party providers furnish the underlying compute, storage and networking resources, while Gloo360 configures, manages and integrates these environments to deliver secure, scalable solutions to our customers. In addition, we deliver technology development and infrastructure services through our Gloo Capital Partners, Servant.io and Midwestern Interactive (Midwestern).

As part of Gloo360, we also provide ongoing management and administration of customer IT systems that are themselves third-party products, such as Salesforce, Microsoft Office 365 and other enterprise applications. In these cases, Gloo360 acts as the managed service provider, configuring, customizing, securing and supporting such systems on behalf of its customers, while the underlying software and infrastructure remain licensed from and operated by the third-party vendors.

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Advertising and Marketing

Gloo Media Network

Gloo Media Network is our suite of advertising technologies, marketing technologies and services. In fiscal 2024, we generated advertising revenue by selling advertising placements across Gloo-owned and -managed media properties. We are expanding this effort by further developing these offerings to help our customers engage donors. Gloo Media Network enables advertisers to reach and engage values-aligned audiences through targeted, data-informed advertising on Gloo-owned and -managed media properties. We believe Gloo Media Network will position us to become a leading media network for the faith and flourishing ecosystem.

Advertising placements on our platform, Outreach and other Gloo Capital Partner websites are offered through both audience-based and cost-per-click models. In addition, we expect Gloo Media Network will deliver full-service marketing capabilities, including creative services, campaign strategy and audience targeting.

We acquired Masterworks, Inc., a full-service marketing technology and donor engagement agency dedicated to values-aligned nonprofits and ministries, in the second quarter of fiscal 2025. We believe Masterworks will be a foundational part of the Gloo Media Network because Masterworks brings a deep technology stack and expertise in donor engagement, creative development and digital and physical marketing capabilities to our platform. Masterworks’ offerings are supported by its robust analytics and predictive modeling, which we believe will enhance campaign performance, expand distribution across the Gloo Media Network and drive both advertising revenue and marketing services growth.

Outreach

The Outreach portfolio of online brands also produces and curates ministry-specific content and resources that drive traffic by CFL leaders and generate advertising revenue. These brands include the following:

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Marketplace

We operate e-commerce marketplaces that enable CFLs to discover and purchase a combination of free and paid, physical and digital products, including curriculums, marketing collateral and church supplies from a select group of NCPs that serve the needs of the faith and flourishing ecosystem. Customers can access the marketplaces through Outreach and directly from Gloo Workspace.

Outreach brings many longstanding customer relationships allowing for targeted go-to-market CFL products, services and campaigns that increase product visibility and accelerate adoption. By leveraging this well-established brand, we are able to drive revenue. Sales through Outreach accounted for 98.3% and 96.4% of our marketplace revenue in fiscal 2024 and for the six months ended July 31, 2025, respectively. Revenue is generated through recurring, re-occurring and one-time marketplace purchases of physical and digital products.

Platform Solutions

We deliver enterprise-level infrastructure and technology development services to NCPs, enabling their digital transformation. Our current and paying customers, to whom we provide full-service technology development, include some of the faith and flourishing ecosystem’s most well-known brands, including YouVersion (a Bible app) and Come and See Foundation (The Chosen TV series). Our current infrastructure and technology development services are delivered primarily through two Gloo Capital Partners, Servant.io and Midwestern, which also provide technology development for Gloo’s internal engineering teams. Platform solutions generate revenue through monthly and annual contracts with NCPs seeking scalable infrastructure, operational leverage and long-term strategic alignment.

Servant.io and Midwestern are digital and technology consultancies that offer specialized expertise in the faith and flourishing ecosystem, providing growth strategy, workflow automation and product development by leveraging the Gloo platform. Our teams bring deep experience in working with ministries and nonprofits, delivering services such as web and application design, product design and embedded talent solutions. These capabilities help customers scale digital experiences, maintain and modernize technology infrastructure and accelerate delivery.

Our Growth Drivers

Our platform is built to capitalize on powerful network flywheel effects created through the addition of more NCPs, CFLs and their offerings to our platform, as illustrated below.

•More NCPs Join the Platform: Gloo attracts mission-aligned NCPs onto our platform.

•Creates More Subscription and Marketplace Offerings: More NCPs joining the platform leads to more technology and marketplace offerings on our platform.

•Activates More CFLs and Platform Frequency: As offerings grow, more CFLs engage with the platform, increasing adoption, daily usage and purchasing.

•More Data and Content: With increased scale of CFLs, Gloo advances proprietary AI capabilities.

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•Provides More Value to NCPs and CFLs and Generates Diversified Revenue Streams: The entire ecosystem drives subscription, advertising, marketplace and platform solutions revenue.

This flywheel is accelerated by our four core growth drivers:

•Acquisitions and Investments: We expect acquisitions and investments to be the primary driver of our revenue growth. We focus on strategic acquisitions of, and investments in, NCPs to further expand the capabilities and users on our platform. However, we do not currently intend to use the proceeds from this offering for any specific acquisition or investment.

•Enterprise Sales: Our enterprise sales team focuses on sales of Gloo360, sales of advertising and platform solutions to NCPs and adding NCP offerings to our platform.

•Digital Growth: Our digital growth team focuses on adding CFLs to our platform through digital-led marketing and lead generation, accelerating flywheel effects.

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•AI Transformation: We are developing easy-to-deploy AI capabilities for CFLs and NCPs that are designed to streamline operations, enhance content creation and improve community engagement.

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Acquisitions and Investments

Gloo Capital Partners refers to the portfolio of organizations that we have acquired or in which we hold a consolidating interest to expand the breadth, depth and value of our platform. These mission-aligned businesses represent core strategic assets that expand our capabilities across media, content, software and services. By integrating these businesses into our platform and go-to-market infrastructure, we seek to enhance product offerings, deepen network engagement and drive scalable impact across the faith and flourishing ecosystem.

Through July 31, 2025, we have acquired a full or consolidating interest in more than 15 mission-aligned Gloo Capital Partners that develop and sell products through online marketplaces or provide software and solutions to the faith and flourishing ecosystem, through transactions that qualified as either business combinations or asset acquisitions. Revenue generated by Gloo Capital Partners accounted for a substantial percentage of our revenue in fiscal 2024 and for the six months ended July 31, 2025, which we believe is indicative of the critical role of Gloo Capital Partners in our platform expansion and value creation.

We pursue a focused two-tiered investment strategy:

•Full Acquisitions – Companies can be fully integrated into Gloo’s core infrastructure and tech stack, expanding the platform’s capabilities and broadening its native offerings.

•Consolidated Businesses – Companies operate under their own brand while leveraging Gloo’s technology and ecosystem relationships to drive adoption, accelerate integration and contribute to the platform flywheel.

Our initial acquisitions and investments were in smaller scale companies with $1-2 million in annual revenue and with products and services that were consolidated into our platform. More recently, the scale of our acquisitions and investments have grown to larger companies with $5-40 million in annual revenue, and a subset of those larger companies maintain their standalone brands and substantial control over their day-to-day operations. Moving forward, we expect to continue to pursue strategic acquisitions and investments that expand our platform capabilities, deepen integration across ecosystem participants and solidify our position as a trusted, connected platform for the faith and flourishing ecosystem.

We evaluate acquisition opportunities against four strategic criteria:

•Customer and revenue alignment with ecosystem participants and growth objectives

•Core technologies that advance our AI capabilities

•Content alignment that strengthens our role as an aggregator of faith and flourishing content

•EBITDA fundamentals that contribute to profitability

This approach is designed to scale intentionally while increasing platform utility, strategic reach and long-term value that is competitive and defensible.

At the heart of our acquisition and investment model is a guiding principle: we serve those who serve. We believe that we grow stronger when our Gloo Capital Partners grow stronger. We offer value to Gloo Capital Partners by providing them with a shared service layer that includes:

•Marketing and communications solutions

•Sales funnel development and management

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•Brand architecture, positioning and messaging

•Financial reporting and accounting capabilities

•Accountability and business operating systems

Enterprise Sales

NCPs are an integral part of our business, delivering their offerings to CFLs through our platform while also purchasing platform capabilities and services to power their own operations. Through our enterprise NCP sales model, we engage directly with NCPs to provide access to our technology and advertising services, Gloo360 technology services and platform solutions. Our approach is designed to fuel platform expansion by onboarding new offerings and driving sustained customer growth.

Additionally, we intend to offer Gloo Impact, which is a product in beta that we are designing to enhance philanthropic outreach and charitable contributions by visualizing real time impact through AI generated data dashboards, escrow-like fund management and capital deployment based on verified milestones of ministry outcome. This potential growth driver holds money in escrow within a donor impact fund, distributes that money to qualified NCPs or CFLs based on verifying milestone achievement and visualizes the outcomes with a real-time impact dashboard.

Digital Growth

Our self-service onboarding gives users access to Gloo Workspace and is designed to empower churches to independently access both free and premium tools, driving scalable, organic adoption across the platform. With platform adoption growing to over 140,000 churches and ministry leaders as of July 31, 2025, up from 74,000 as of January 31, 2024, we offer a ready-made distribution channel for NCPs and a powerful engine for potential reach, engagement and recurring revenue.

AI Transformation

We are developing vertical-specific, values-aligned AI designed to serve the unique needs of the faith and flourishing ecosystem. Our AI approach is primarily developed by us but accelerated through third-party, open-source foundation models. For example, our data engine, ingestion, enrichment and other business logic and domain-specific fine-tuning are all internally developed and proprietary, while many of our conversational and generative AI features and APIs are underpinned by third-party and open-source base models.

Strategic Areas of AI Development

Our strategy is to lead AI deployments in three important areas:

•Values-Aligned AI – AI designed to help humans flourish in all areas of life based on flourishing principles, rather than optimizing for engagement metrics that may harm mental health.

•Language and Voice AI – World-class translation and voice technology that serves a large number of languages and prioritizes underserved populations where AI is not yet available in their language. We expect this to be further enhanced after our pending acquisition of XRI Global, a leading provider of AI-driven language and translation technologies for the faith and flourishing ecosystem.

•AI Licensing – Facilitating the exchange that gives AI companies and developers ethical access to high-quality content with fair compensation models for publishers and creators.

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AI Product Maturity Framework

In our suite of products and services, we distinguish between three stages of AI maturity: AI-native, AI-enhanced or early AI-adoption and non-AI enhanced. This framework helps illustrate where AI is embedded from inception and where it is being incrementally integrated.

AI-Native Products and Services

These are architected with AI at their core, leveraging our proprietary multi-agent orchestration, data engine and licensing infrastructure:

•Gloo AI Chat – Our flagship conversational AI tool, providing multimodal values-aligned experiences grounded in spiritual wisdom, ethical guidance and practical life support. Architected with retrieval-augmented generation (RAG) pipelines, profile- and memory-aware inference and rights-aware sourcing, Gloo AI Chat serves business-to-business teams, enterprises and white-label deployments. It is currently in beta and is expected to launch this fall.

•Gloo AI Data Engine – A proprietary enrichment and retrieval service that transforms raw content, including books, sermons, transcripts and media, into structured, AI-optimized knowledge bases. Through ingestion, tagging, indexing and enrichment pipelines, it produces transcripts, metadata, embeddings and derivative assets optimized for semantic retrieval and integration into AI tools.

•Gloo AI APIs – Developer-facing services for enrichment, retrieval, inference and orchestration. These include:

oData Engine Service API – enabling ingestion and enrichment of content.

oSearch API – hybrid semantic and symbolic search across theological, scriptural and flourishing categories.

oCompletions API – orchestrated inference routed through expert models and tool agents.

oChat API – retrieval-augmented conversational output with citations and values alignment.

•Gloo AI Licensing Platform – A transparent digital rights management and licensing infrastructure that enables ethical access to content for AI training and inference. It embeds enforceable licensing terms, attribution and automated royalty distribution, giving publishers and creators control and revenue while allowing developers to safely integrate licensed content.

•Church.Tech – Soon to be integrated into Gloo Workspace, an AI-native platform for ministry operations that acts as a content studio for churches. Designed from inception as an AI-first product, it enables pastors and ministry leaders to generate, adapt and distribute content using values-aligned generative AI.

AI-Enhanced or Early AI-Adoption

These are established products where AI features are being introduced to augment existing workflows:

•Gloo Workspace – A comprehensive platform for pastors and ministry leaders that incorporates AI to support communications, sermon preparation, community engagement insights, generative content and outcome measurement. It also offers Gloo+, a subscription tier with enhanced engagement and analytics tools.

•Gloo360 – Enterprise services that leverage AI for managed operations, advanced analytics, agentic workflows, recommendation systems and custom enterprise builds for faith-based organizations.

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•Visitor Reach – A product embedding AI to optimize outreach strategies and improve church visitor engagement.

•Carey Nieuwhof Platform – Experimenting with AI-powered content generation, personalization and recommendation features for ministry and leadership resources.

•Igniter Media – Integrating AI into its creative content platform to enhance media discovery, automate tagging and recommendations, and provide churches with generative tools for producing and customizing visual and video assets.

For these products, AI is not yet the foundational architecture, as is the case for the majority of software products today, but rather a growing set of enhancements layered onto proven products. Over time, many of these offerings are expected to evolve toward AI-native states.

Proprietary, Open Source, Licensed and Frontier AI

All of our AI products rely on a hybrid approach:

•Proprietary AI – Gloo-developed orchestration, domain-specific fine-tuning, RAG pipelines, alignment and safety layers, licensing enforcement and data enrichment systems. These represent the core of our proprietary AI.

•Open Source AI – We are model-agnostic and accelerate development through widely adopted open-source large language models, such as LLaMA, Qwen and DeepSeek, which we fine-tune and RAG-enhance using our proprietary methods.

•Licensed AI – Where beneficial, we incorporate licensed AI frameworks, such as LangChain, Open Meter and Weaviate, or specialized APIs to complement our proprietary AI.

•Frontier AI –We use major frontier AI technologies from providers such as OpenAI, Anthropic and Google to provide values-aligned AI capabilities to the faith and flourishing ecosystem, but we are not substantially dependent on any single frontier LLM provider. We are selectively modest on the use of these technologies.

Our hybrid approach to AI allows us to benefit from global advances in open-source and frontier AI while maintaining differentiation through our proprietary orchestration, datasets and alignment layers.

Datasets and Training Sources

Our AI products are differentiated by one of the largest vertically aligned datasets for faith and flourishing, covering books, sermons, media and academic content. Our models and applications are trained and grounded on a combination of:

•Internal Datasets – Gloo and Gloo Capital Partner-owned content ingested and enriched by the Gloo AI data engine.

•Licensed Datasets – Subset of faith-based publishers, ministries and creators who have licensed their content managed by the Gloo AI licensing platform.

•Public Datasets – Responsibly sourced open content that complements proprietary and licensed corpora.

•Synthetic Datasets – AI-generated content and datasets produced through proprietary approaches.

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All datasets are peer-reviewed by theological and domain experts to ensure accuracy, alignment and trustworthiness.

Ecosystem and Partnerships

Beyond our internal products, Gloo AI is integrated into Gloo Capital Partner offerings. We are also seeing strong traction with developers, publishers and next-generation content providers. We are in active discussions with several leading faith-based technology platforms to power new audio, language and conversational capabilities through Gloo AI. We believe these potential partnerships will accelerate adoption of Gloo AI across the global faith ecosystem.

Our Customers

Our customer base spans a diverse range of NCPs and CFLs within the faith and flourishing ecosystem and we served more than 57,000 paying customers as of July 31, 2025. Our platform is tailored to this vertical and is designed for NCPs and CFLs that seek modern, scalable solutions for engagement, communication and resource management. We offer customers essential foundational features for free to lower adoption barriers. Premium features, available through Gloo+ and Gloo Capital Partners, cater to mid-size and large organizations with more complex needs that include advanced analytics, custom content and expanded outreach capabilities. We prioritize accessibility and drive to monetization through conversion as organizations grow and require additional services.

Gloo customers include some of the most influential NCPs and CFLs in the faith and flourishing ecosystem. We believe the following current and paying customers are indicative of our diverse customer base:

Churches and Frontline Organizations

Network Capability Providers

CFLs of various sizes and influence pay Gloo for subscriptions, e-commerce marketplace products, services and platform solutions. For example: •Giga Churches (>10,000 congregants): Seacoast Church (SC) and North Coast Church (CA) •Mega Churches (>2,000 congregants): The Park Church (NC) and NorthPointe Community Church (CA) •Small-Mid Sized Churches and Ministries: over 2,000 throughout the United States •Flourishing-Based Frontline Organizations

NCPs offer a range of services and programs to the faith and flourishing ecosystem and primarily pay Gloo for Gloo Media Network and/or Gloo360. For example: •Humanitarian Aid: Compassion International •Content and Media: Right Now Media, MomCo and Come and See Foundation (The Chosen TV series) •Operational Services: Wesleyan Investment Foundation (financial loans), Westfall Gold (donor services) and Vanderbloemen (executive search) •Education: Indiana Wesleyan University

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Our Competitive Strengths

Connecting what we believe to be one of the largest ecosystems in humanity requires a diverse set of skills and strengths. We believe our competitive strengths include:

•Connecting a Large, Diverse and Fragmented Faith and Flourishing Ecosystem – With over 140,000 churches and ministry leaders and over 3,000 active NCPs on our platform as of July 31, 2025, we believe we have built a trusted digital environment at scale in the faith and flourishing ecosystem. To our knowledge, no other company has aggregated a comparable breadth and diversity of ecosystem participants.

•Differentiated Access to Ecosystem Relationships – We believe our ability to convene the ecosystem is a core differentiator. This is rooted in our extensive relational capital, cultivated through over ten years of trust-building and delivering value to the ecosystem. We facilitate dialogues that lead to actionable solutions and strengthened partnerships, contributing to current and future customers, as well as Gloo Capital Partner acquisitions and investments.

•Developing AI for the Faith and Flourishing Ecosystem – As a pioneer in leveraging AI specifically for the faith and flourishing ecosystem, we believe Gloo is positioned to unite stakeholders (including publishers, developers and consumers) around the transformative potential of AI and to further expand our revenue models. We are uniting AI experts, theologians and ministry leaders in co-creating solutions that are designed to be ethical, effective and aligned with the values of human flourishing.

•Demonstrated Strategic Vision and Execution – As of July 31, 2025, we have executed more than 15 strategic investments and acquisitions across key segments of the faith and flourishing ecosystem, integrating high-value NCPs with proprietary products, strong customer relationships and established market presence.

•Experienced Board and Management Team – We are led by what we believe is a world-class board and executive team with deep expertise in both technology and the markets in which we operate. The team brings a proven track record in building scalable platforms, driving digital transformation, and forging high-impact partnerships. Scott Beck, our co-founder, president and chief executive officer, is a veteran entrepreneur with over 40 years of experience in scaling businesses such as Blockbuster and Home Advisor. Pat Gelsinger, our executive chair and head of technology, brings more than 45 years of technology leadership, including his most recent role as chief executive officer of Intel. They are joined by seasoned leaders with experience from Meta, YouVersion, McKinsey, Christianity Today and Hobby Lobby, forming a strongly qualified team to execute our growth strategy and scale Gloo’s impact across the faith and flourishing ecosystem.

Our Competition

Our platform operates across a broad and highly fragmented market. We believe our competition primarily falls into five categories:

•Faith-tech and general market point solutions, including providers of church management systems, communications tools and engagement platforms such as Subsplash, Ministry Brands, Planning Center and Mailchimp that compete with the Gloo Workspace communications and insights products.

•Proprietary and custom systems, including larger ministries that build internal technology stacks that compete with our Gloo360 solutions.

•Traditional advertising networks, including large media and marketing platforms that offer reach and audience access such as Meta and Google that compete with the Gloo Media Network.

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•Technology development solutions, including providers that compete with the platform solutions offered by our Gloo Capital Partners, Midwestern and Servant.io.

•Specialized and general e-commerce marketplaces, including providers of physical and digital products sold to CFLs for their operations, such as Amazon and Concordia Supply that compete with Outreach and our other e-commerce marketplaces.

Although we face competition across these categories, we believe we are well-suited to continue to grow our platform and we do not believe our competitors match the breadth, contextual relevance or ability of our platform to unify diverse business models.

Our Employees

As of July 31, 2025, we had approximately 550 employees across the United States. We benefit from an engaged and driven employee base motivated to join Gloo by our work to support organizations and individuals driving impact. This differentiator not only builds strong employee engagement, but also helps us provide a higher level of service to our customers. With many employees volunteering with nonprofits annually and several serving on a nonprofit board or committee, our direct experience enables our teams to better serve our customer base. Additionally, we believe that by acquiring and investing in Gloo Capital Partners we gain access to differentiated talent that will drive advancements on our platform.

We believe that attracting, developing and retaining exceptional talent is essential to achieving our long-term goals. To support this, we offer competitive compensation and benefits, opportunities for professional growth and a flexible and inclusive work environment. To our knowledge, none of our employees are represented by a labor union, and we consider our relations with our employees to be strong.

As we grow, we expect to continue expanding our team to support strategic initiatives, including product innovation, NCP engagement and potential acquisitions and investments.

Sales and Marketing

Our go-to-market strategy includes a scalable digital acquisition strategy and high-touch enterprise sales. This strategy is designed to expand the ecosystem of CFLs and NCPs on our platform.

Our solutions and services are distributed through a hybrid direct and indirect sales approach, combining both assisted and unassisted sales motions to maximize reach and efficiency. Our direct sales efforts are driven by a team of dedicated sales development representatives who focus on lead generation and qualification, ensuring a consistent pipeline of high-quality prospects. These efforts are bolstered by our customer success organization, which actively contributes employee-generated sales leads, fostering collaboration between sales and customer success teams to drive revenue growth. In addition to direct sales efforts, we leverage our extensive network of relationships within the faith and flourishing ecosystem to amplify its reach through indirect sales channels. Strategic marketing and referral programs with these third parties allow us to engage new customers efficiently while deepening our relationships within the community. These sales and customer success professionals are primarily located throughout the United States.

Our omnichannel marketing program further supports lead generation by employing a wide range of strategies, including paid and unpaid digital advertising, event marketing, account-based marketing and content marketing. These initiatives are designed to capture inbound leads and cultivate interest among prospective customers. Additionally, our ecosystem of NCPs enhances these efforts, providing an additional layer of marketing exposure and reach.

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We host and participate in a range of impactful events that drive our sales and marketing efforts by deepening engagement within the faith and flourishing ecosystem and showcasing our solutions. Signature events like State of the Church, in collaboration with Barna, and Outreach’s Back to Church Sunday, the AI & The Church Hackathon and others generate significant visibility, attract new users, promote our offerings, position ourselves as the faith and flourishing leader in technology and highlight offerings from Gloo Capital Partners. We also target publication of our thought leadership content and position our subject matter experts in webinars, podcasts, industry journals and publications. We have a large base of loyal customers that provide references and recommendations often featured in our advertising and promotional activities.

Research and Development

Research and development is core to our strategy of providing modern technology to the faith and flourishing ecosystem. Our development teams design and build the core infrastructure, tools and experiences that power our platform. Their work spans full-stack development, cloud infrastructure, mobile experiences and AI-driven capabilities. We are committed to ethical technology development. Our research and development practices are guided by principles of data stewardship, user trust and mission alignment. We collaborate with thought leaders in faith, flourishing, technology and social impact to ensure our innovations reflect the values and needs of the communities we serve. We intend to continue to invest in our research and development capabilities to add and integrate additional platform offerings and develop AI powered tools, content and resources to amplify missional impact.

Intellectual Property

We rely on a combination of trademarks and trade secrets, as well as contractual provisions and restrictions, to protect our intellectual property. As of July 31, 2025, we owned nine U.S. trademark registrations for the mark GLOO and related marks. We also own numerous domain names, including www.gloo.com.

We also rely on trade secrets and know-how, and we seek to protect these rights through confidentiality and nondisclosure agreements with employees, contractors and other parties. Although we take measures to protect our intellectual property, there can be no assurance that these measures will be successful, or that others will not independently develop similar technologies or otherwise gain access to our proprietary information. In addition, our intellectual property rights may be challenged or infringed upon by third parties.

Legal Proceedings

We are and, from time to time, may become involved in legal proceedings or be subject to claims arising in the ordinary course of our business. We are not presently a party to any legal proceedings that, in the opinion of our management, if determined adversely to us, would individually or taken together have a material adverse effect on our business, operating results, financial condition, or cash flows. We may become involved in legal proceedings in the future, and the outcome of any such matters is inherently uncertain. If an unfavorable outcome were to occur, it could have a material impact on our business or financial results.

Facilities

Our corporate headquarters are located in Boulder, Colorado, where we currently lease approximately 13,800 square feet. We also lease facilities in Sewickley, Pennsylvania, Orlando, Florida and Palo Alto, California. We believe our current facilities are adequate to meet our existing needs. However, as we continue to pursue our growth strategy, including through potential acquisitions, we may require additional facilities. We intend to secure such additional facilities as needed to support our ongoing operations and integration of acquired businesses.

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MANAGEMENT

Executive Officers and Directors

The following table identifies our executive officers and directors as of the date of this prospectus, and their ages as of July 31, 2025:

Name	Age	Position(s)
Executive Officers
Scott Beck	67	President, Chief Executive Officer and Director
Patrick Gelsinger	64	Executive Chair and Head of Technology
Paul Seamon	50	Chief Financial Officer
Matthew Gotschall	38	Chief Accounting Officer and Treasurer
Non-Employee Directors
Bishop Claude Richard Alexander, Jr.(2)(3)	61	Director
John (Jack) Furst(1)(2)	66	Director
Derek Green(1)	38	Director
Elizabeth Grennan(1)(3)	51	Director
Robert Gruenewald	49	Director
Nona Jones(2)(3)	43	Director

(1)Member of the audit committee

(2)Member of the compensation committee

(3)Member of the nominating and corporate governance committee

Executive Officers

Scott Beckhas served as our president and chief executive officer since inception. Mr. Beck has also served as the chief executive officer and founder of Tango since 1997 and as partner and vice chairman of Pacific Dental Services since 2005. He previously served as vice chairman and chief operating officer of Blockbuster Entertainment from 1986 to 1993, chairman and chief executive officer of Boston Market from 1992 to 1997 and founder and chairman of Einstein Bros Bagels from 1994 to 1997. Mr. Beck graduated from Southern Methodist University with a Bachelor of Science in Finance, Accounting and Business. We believe Mr. Beck is qualified to serve on our board of directors given his perspective, experience and institutional knowledge as our co-founder and chief executive officer.

Patrick Gelsingerhas served as our executive chair and head of technology since March 2025 and as a member of our board of directors since August 2016. In his role as head of technology, Mr. Gelsinger is responsible for the direct oversight of all product, engineering and go-to-market strategies for Gloo AI, Gloo Workspace, Gloo Media Network and Gloo360. Mr. Gelsinger also provides strategic and technical leadership to Gloo Capital Partners.Mr. Gelsinger has served as a general partner of Playground Global, LLC, an early-stage venture capital fund, since March 2025. Mr. Gelsinger began his career in 1979 at Intel Corporation, a computer and semiconductor company, holding a variety of roles, including chief technology officer, and overseeing the creation of key industry technologies like USB and Wi-Fi, before leaving to explore different opportunities and eventually returning to serve as chief executive officer from February 2021 until December 2024. Mr. Gelsinger also served on Intel’s board of directors from February 2021 to December 2024. While not at Intel, Mr. Gelsinger served as chief executive officer of VMware, Inc., from September 2012 to February 2021. Mr. Gelsinger helped to transform VMware into a recognized leader in cloud infrastructure, enterprise mobility and cybersecurity and was a member of VMware’s board of directors from September 2012 until February 2021. Mr. Gelsinger also served as a member of the board of directors of Mobileye Global Inc., an autonomous driving company listed on Nasdaq, from September 2022 to December 2024. Mr. Gelsinger graduated from Stanford University with a Master of Electrical Engineering and from Santa Clara University with a Bachelor of Science in Electrical Engineering. We believe Mr. Gelsinger is qualified to serve as the chairman of our board of directors because of his extensive experience as a public company executive and as a member of public company boards of directors.

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Paul Seamon has served as our chief financial officer since October 2025. Mr. Seamon previously served as chief financial officer of Viventium, a human capital management software company, from February 2024 to September 2025. He also served as interim chief financial officer at Paymentus, an online payment services company listed on NYSE, from August 2022 to March 2023 and vice president of finance and strategy from August 2020 to July 2022. Prior to that, Mr. Seamon served as executive vice president of finance at Alight Solutions, a human capital management company, from August 2018 to May 2020. Mr. Seamon graduated from Kellogg School of Management with a Master of Business Administration and from Purdue University with a Bachelor of Science in Accounting.

Matthew Edward Gotschallhas served as our chief accounting officer since January 2025. Mr. Gotschall previously served as our head of operations – finance and corporate systems from April 2022 to January 2025, as our controller from March 2019 to April 2022 and as our accounting manager from June 2017 to February 2019. Mr. Gotschall is a Certified Public Accountant and graduated from the University of Colorado at Boulder with a Master of Business Administration in Financial Accounting and a Bachelor of Science in Business Administration with a dual emphasis in Finance and Accounting and a minor in Mandarin Chinese.

Non-Employee Directors

Bishop Claude Richard Alexander, Jr. has served on our board of directors since December 2022. Bishop Alexander has served as senior pastor of The Park Church in Charlotte, North Carolina since August 1990, as chief executive officer of The Park Expo and Conference Center since November 2006, and as vice presiding bishop of the Kingdom Association of Covenant Pastors since 2008. He also provided business development consulting services to Crowe LLP, a public accounting firm, from January 2023 to March 2024. Bishop Alexander serves on several boards of directors and has authored numerous devotional books. Bishop Alexander graduated from Gordon-Conwell Theological Seminary with a Doctorate of Ministry, from Pittsburgh Theological Seminary with a Master in Divinity and from Morehouse College with a Bachelor of Art in Philosophy. We believe Bishop Alexander is qualified to serve on our board of directors because of his extensive senior management experience in Christian organizations.

John Douglas Fursthas served on our board of directors since July 2019. Mr. Furst has more than 35 years of experience in leveraged acquisitions and private investments. Mr. Furst is the founder of Oak Stream Investors, a private investment firm founded in 2008. He manages his own capital making investments in real estate, oil and gas, fixed income securities and public and private equities. Mr. Furst has served on the board of directors of Capital Southwest Corporation, a credit provider to small and medium sized business listed on Nasdaq, since 2014. Mr. Furst has also served on the board of directors for Drilling Tools International, a provider of tools for land and offshore drilling listed on Nasdaq, since 2012. Prior to founding Oak Stream Investors, Mr. Furst worked in a variety of roles at investment banks and private equity firms, including as a partner with Hicks Muse Tate & Furst. Mr. Furst is also an adjunct professor at the University of North Texas and the University of Texas at Dallas, where he teaches finance and investments. Mr. Furst graduated from the Graduate School of Business at the University of Texas at Austin with a Master of Business Administration and from Arizona State University with a Bachelor of Science in Finance & Accounting. We believe Mr. Furst is qualified to serve on our board of directors because of his experience on other public company boards of directors and his extensive financial experience.

Derek Todd Greenhas served on our board of directors since April 2021. Mr. Green has served as the vice president of investments at HL American Investments LLC, the investment office of Hobby Lobby Stores, Inc. and the Green family, since May 2013. Before his current role, Mr. Green founded and sold a document services company and held multiple roles at Hobby Lobby. We believe Mr. Green is qualified to serve on our board of directors because of his business and entrepreneurial experience.

Elizabeth Grennanhas served on our board of directors since April 2025. Ms. Grennanhas served as the chief client officer at Simpson Thacher & Bartlett LLP, a global law firm, since April 2025. Prior to that, Ms. Grennan was a partner at McKinsey & Company from May 2016 to March 2025. Earlier in her career, Ms. Grennan served as general counsel to emerging technology companies. Ms. Grennan graduated from the University of Virginia School of Law with a Juris Doctorate, from the London School of Economics with a Master of Science in Public Policy & Public Administration and from the University of California, Los Angeles with a Bachelor of Arts in Political Science. We believe Ms. Grennan is qualified to serve on our board of directors because of her experience advising multi-faceted companies on legal and technology matters.

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Robert Gruenewaldhas served on our board of directors since January 2025. Mr. Gruenewald is the founder and chief executive officer of YouVersion, a consumer faith platform founded in 2008. Mr. Gruenewald has also served as pastor, director and innovation leader at Life.Church since 2001. Before his current roles, Mr. Gruenewald founded and sold two technology companies and held multiple roles at venture capital firms. Mr. Gruenewald graduated from Southern Nazarene University with a Bachelor of Science in Finance. We believe Mr. Gruenewald is qualified to serve on our board of directors because of his long-standing experience running a faith-based technology company.

Nona Joneshas served on our board of directors since March 2023. Ms. Jones has served as the chief executive officer of Inside Out Leadership, a leadership coaching provider, since October 2024. Ms. Jones previously served as the chief content and partnerships officer and global ambassador at YouVersion from February 2023 to January of 2025 and as the head of global faith partnerships at Meta Platforms, Inc. from August 2017 to January 2023. Ms. Jones graduated from the University of Florida with a Master of Business Administration and a Bachelor of Arts in Communications. We believe Ms. Jones is qualified to serve on our board of directors because of her experience in executive management positions and as the head of a faith-based team of a public company.

Family Relationships

There are no family relationships among any of our executive officers or directors.

Code of Business Conduct and Ethics

Our board of directors intends to adopt a code of business conduct and ethics that applies to all of our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions, as well as our contractors, consultants and agents. Following this offering, the full text of our code of business conduct and ethics will be posted on the investor relations page on our website at www.gloo.com. We intend to disclose any amendments to our code of business conduct and ethics, or waivers of its requirements, applicable to our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions, on our website identified above or in filings under the Exchange Act. Information contained on our website or linked therein or otherwise connected thereto does not constitute part of nor is it incorporated by reference into this prospectus or the registration statement of which this prospectus forms a part.

Board of Directors

Our business and affairs are managed under the direction of our board of directors. Our certificate of incorporation and bylaws to be in effect prior to the closing of this offering will provide that the number of directors will be fixed by our board of directors, subject to the terms of our certificate of incorporation and bylaws. Each of our directors will continue to serve as a director until the election and qualification of his or her successor, or until his or her earlier death, resignation or removal.

Classified Board

Our certificate of incorporation to be in effect prior to the closing of this offering will provide that our board of directors will be divided into three classes with staggered three-year terms. Only one class of directors will be elected at each annual meeting of our stockholders, with the other classes continuing for the remainder of their respective three-year terms. Our directors will be divided among the three classes as follows:

•the Class I directors will be Mr. Furst, Mr. Green and Bishop Alexander, and their terms will expire at the annual meeting of stockholders to be held in 2026;

•the Class II directors will be Mr. Gruenewald and Ms. Jones, and their terms will expire at the annual meeting of stockholders to be held in 2027; and

•the Class III directors will be Mr. Beck, Mr. Gelsinger and Ms. Grennan, and their terms will expire at the annual meeting of stockholders to be held in 2028.

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Any increase or decrease in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors. The classification of our board of directors with staggered three-year terms may have the effect of delaying or preventing changes in control of our company. See the section titled “Description of Capital Stock—Anti-Takeover Effects of Certain Provisions of Delaware Law, Our Certificate of Incorporation and Our Bylaws.”

Director Independence

Our board of directors has undertaken a review of the independence of each director. Based on information provided by each director concerning his or her background, employment and affiliations, our board of directors has determined that Mr. Furst, Mr. Green, Ms. Grennan, Bishop Alexander and Ms. Jones, representing five of our eight directors, do not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is an “independent director” as defined under the listing standards of the Nasdaq Stock Market. In making these determinations, our board of directors considered the current and prior relationships that each non-employee director has with our company and all other facts and circumstances that our board of directors deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each non-employee director, and the transactions involving them described in the section titled “Certain Relationships and Related Party Transactions.”

Board Committees

Our board of directors has established an audit committee, a compensation committee and a nominating and corporate governance committee. The composition and responsibilities of each of the committees of our board of directors is described below. Members will serve on these committees until the earlier of their resignation or removal by our board of directors in its discretion.

Audit Committee

Upon the effectiveness of the registration statement of which this prospectus forms a part, the members of our audit committee will be Mr. Furst, Mr. Green and Ms. Grennan, with Mr. Furst serving as chairperson, each of whom meets the requirements for independence under the rules and regulations of the SEC and the listing standards of the Nasdaq Stock Market applicable to audit committee members. Each member of our audit committee also meets the financial literacy requirements of the listing standards of the Nasdaq Stock Market. In addition, our board of directors has determined that Mr. Furst is an audit committee financial expert within the meaning of Item 407(d) of Regulation S-K under the Securities Act. Following completion of this offering, our audit committee will, among other things:

•select, retain, compensate, evaluate, oversee and, where appropriate, terminate our independent registered public accounting firm;

•review and approve the scope and plans for the audits and the audit fees and approve all non-audit and tax services to be performed by the independent auditor;

•evaluate the independence and qualifications of our independent registered public accounting firm;

•review our financial statements, and discuss with management and our independent registered public accounting firm the results of the annual audit and the quarterly reviews;

•review and discuss with management and our independent registered public accounting firm the quality and adequacy of our internal controls and our disclosure controls and procedures;

•discuss with management our procedures regarding the presentation of our financial information, and review earnings press releases and guidance;

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•oversee the design, implementation and performance of our internal audit function, if any;

•set hiring policies with regard to the hiring of employees and former employees of our independent auditor and oversee compliance with such policies;

•review, approve and monitor related party transactions;

•adopt and oversee procedures to address complaints regarding accounting, internal accounting controls and auditing matters, including confidential, anonymous submissions by our employees of concerns regarding questionable accounting or auditing matters;

•review and monitor compliance with our code of business conduct and ethics and consider questions of actual or possible conflicts of interest of Board members and corporate officers;

•review and discuss with management and our independent auditor the adequacy and effectiveness of our legal, regulatory and ethical compliance programs; and

•review and discuss with management and our independent auditor our guidelines and policies to identify, monitor and address enterprise risks.

Our audit committee operates under a written charter that satisfies the applicable rules and regulations of the SEC and the listing standards of the Nasdaq Stock Market.

Compensation Committee

The members of our compensation committee are Mr. Furst, Ms. Jones and Bishop Alexander, with Mr. Furst serving as chairperson, each of whom meets the requirements for independence under the rules and regulations of the SEC and the listing standards of the Nasdaq Stock Market applicable to compensation committee members. Each member of our compensation committee is also a non-employee director, as defined pursuant to Rule 16b-3 promulgated under the Exchange Act. Following completion of this offering, our compensation committee will, among other things:

•review, approve or make recommendations to our board of directors regarding the compensation for our executive officers, including our chief executive officer;

•review, approve and administer our employee benefit and equity incentive plans and overall compensation philosophy;

•establish and review the compensation plans and programs of our employees, and ensure that they are consistent with our general compensation strategy;

•determine non-employee director compensation;

•advise the board on management proposals to stockholders on executive compensation matters;

•review and discuss compensation risk;

•prepare the report of the compensation committee required by the rules and regulations of the SEC; and

•approve or make recommendations to our board of directors regarding the creation or revision of any clawback policy.

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Our compensation committee operates under a written charter that satisfies the applicable rules and regulations of the SEC and the listing standards of the Nasdaq Stock Market.

Nominating and Corporate Governance Committee

The members of our nominating and corporate governance committee are Ms. Grennan, Bishop Alexander and Ms. Jones, with Ms. Grennan serving as chairperson, each of whom meets the requirements for independence under the listing standards of the Nasdaq Stock Market. Following completion of this offering, our nominating and corporate governance committee will, among other things:

•review, assess and make recommendations to our board of directors regarding desired qualifications, expertise and characteristics sought of board members;

•identify, evaluate, select or make recommendations to our board of directors regarding nominees for election to our board of directors;

•develop policies and procedures for considering stockholder nominees for election to our board of directors;

•review our succession planning process for our chief executive officer and any other members of our executive management team;

•review and make recommendations to our board of directors regarding the composition, organization and governance of our board of directors and its committees;

•determine non-employee director compensation;

•review and make recommendations to our board of directors regarding our corporate governance guidelines and corporate governance framework;

•oversee director orientation for new directors and continuing education for our directors;

•oversee the evaluation of the performance of our board of directors and its committees;

•review and discuss with management disclosure of our corporate governance practices;

•review and monitor compliance with our code of business conduct and ethics, and review conflicts of interest of our board members and officers other than related party transactions reviewed by our audit committee; and

•administer policies and procedures for communications with the non-management members of our board of directors.

Our nominating and corporate governance committee operates under a written charter that satisfies the applicable listing standards of the Nasdaq Stock Market.

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Compensation Committee Interlocks and Insider Participation

The members of our compensation committee are Mr. Furst, Ms. Jones and Bishop Alexander. None of the members of our compensation committee is or has been an officer or employee of our company. None of our executive officers currently serves, or in the past year has served, as a member of the board of directors or compensation committee (or other board committee performing equivalent functions or, in the absence of any such committee, the entire board of directors) of any entity that has one or more executive officers serving on our board of directors or compensation committee.

Director Compensation

Directors who are also our employees receive no additional compensation for their service as directors. The compensation received by Mr. Beck as an employee is set forth in the section titled “Executive Compensation.” The following table sets forth information regarding the total compensation awarded to, earned by or paid to our directors other than Mr. Beck for the year ended January 31, 2025, for their service on our board of directors.

Name	Fees Paid or Earned in Cash ($)		Option Awards ($) (1)	Total ($)
Bishop Claude Richard Alexander, Jr.	—		21,882	21,882
John (Jack) Furst	—		21,882	21,882
Patrick Gelsinger	—		21,882	21,882
Derek Green	—		21,882	21,882
Elizabeth Grennan	—		—	—
Robert Gruenewald	—		21,882	21,882
Nona Jones	70,000	(2)	21,882	91,882

(1)The amounts in the “Option Awards” column reflect the aggregate grant-date fair value of the options calculated in accordance with FASB ASC Topic 718, rather than the amounts paid or realized by the non-employee director. The assumptions used to calculate the value of our option awards are the same as those provided in Note 17 to our consolidated financial statements with respect to the value of the options.

(2)Represents fees paid to Ms. Jones for consulting services provided to us in the year ended January 31, 2025.

The following table lists all outstanding equity awards held by our directors other than Mr. Beck as of January 31, 2025 (after giving effect to the Reverse Split):

Name	Number of Shares Underlying Outstanding Options
Bishop Claude Richard Alexander, Jr.	5,555
John (Jack) Furst	5,555
Patrick Gelsinger	133,760
Derek Green	5,555
Elizabeth Grennan	—
Robert Gruenewald	5,555
Nona Jones	5,555

Prior to this offering, we did not have a formal policy with respect to compensation payable to our non‑employee directors for service as directors. We have adopted a formal compensation policy for our non-employee directors, which will govern their cash and equity compensation following the completion of this offering.

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Outside Director Compensation Policy

In connection with this offering we have adopted a compensation policy for our outside directors (the Director Compensation Policy), which governs their cash and equity compensation following the completion of this offering.

Under the Director Compensation Policy each eligible non-employee director will receive cash and equity compensation for board services described below. We also will continue to reimburse our eligible non-employee directors for reasonable, customary and documented travel expenses to board and committee meetings.

The Director Compensation Policy includes a maximum annual limit of $750,000 of aggregate cash compensation and equity compensation awards that may be paid, issued or granted to a non-employee director in any fiscal year, increased to $1,000,000 in the initial fiscal year of service as a non-employee director. For purposes of this limitation, the value of equity awards will be based on the grant date fair value (determined in accordance with U.S. GAAP). Any cash compensation paid or equity compensation awards granted to a person for his or her services as an employee, for their services as a consultant (other than as a non-employee director), or prior to the effective date of the IPO will not count for purposes of the limitation. The maximum limit does not reflect the intended size of any potential compensation or equity awards to our non-employee directors.

Cash Compensation

Under the Director Compensation Policy eligible non-employee directors are entitled to receive the following cash compensation for their services:

•$100,000 per year for service as a board member;

•$40,000 per year for service as non-executive chair of the board of directors;

•$25,000 per year for service as chair of the audit committee;

•$10,000 per year for service as a member of the audit committee;

•$25,000 per year for service as chair of the compensation committee;

•$10,000 per year for service as a member of the compensation committee;

•$25,000 per year for service as chair of the nominating and corporate governance committee; and

•$10,000 per year for service as a member of the nominating and corporate governance committee.

Each eligible non-employee director who serves as the chair of a committee will receive only the additional annual fee as the chair of the committee and not the additional annual fee as a member of the committee. All cash payments to non-employee directors are paid quarterly in arrears on a prorated basis.

Equity Compensation

IPO Award

Each person who is serving as an eligible non-employee director upon the completion of this offering will receive an award of RSUs (the IPO Award), covering a number of shares of our Class A common stock, with such award having a grant-date fair value equal to $200,000, rounded to the nearest whole share. The IPO Award will vest, as to one-half of the underlying RSUs, on the day of the first annual stockholder meeting following the completion of this offering, or, if earlier, the one-year anniversary of the grant date and, as to one-half of the underlying RSUs, on the second annual stockholder meeting following the completion of this offering, or, if earlier, the two-year anniversary of the grant date, subject to the eligible non-employee director continuing to provide services to us through the applicable vesting date.

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Initial Award

Each person who first becomes an eligible non-employee director following the completion of this offering will receive an initial award of RSUs (the Initial Award), covering a number of shares of our Class A common stock, with such award having a grant date fair value equal to $200,000, rounded to the nearest whole share. The Initial Award will vest as to one-half of the underlying RSUs on each of the first and second anniversaries of the date on which the person first became an eligible non-employee director, subject to the eligible non-employee director continuing to provide services to us through the applicable vesting date. If the person was a member of the board of directors and also an employee, becoming an eligible non-employee director due to termination of employment will not entitle the eligible non-employee director to an Initial Award.

Annual Award

Each eligible non-employee director automatically will receive, on the date of each annual meeting of stockholders starting in 2027, an annual award of RSUs (the Annual Award), covering a number of shares of our Class A common stock, with such award having a grant date fair value of $100,000, rounded to the nearest whole share. The Annual Award will vest on the one-year anniversary of the grant date of the Annual Award or, if earlier, the day before our annual meeting of stockholders that follows the grant date of the Annual Award, subject to the eligible non-employee director continuing to provide services to us through the applicable vesting date.

In the event of a “change in control” (as defined in the 2025 Plan), each non-employee director will fully vest in his or her outstanding equity awards, including any IPO Award, Initial Award or Annual Award, provided that the eligible non-employee director continues to be a non-employee director through such date.

Limitation of Liability and Indemnification of Officers and Directors

We expect to adopt an amended and restated certificate of incorporation, which will be in effect upon the closing of this offering, and which will contain provisions that limit the liability of our directors and certain of our officers for monetary damages to the fullest extent permitted by the DGCL. In addition, if the DGCL is amended to provide for further limitations on the personal liability of directors or officers of corporations, then the personal liability of our directors and officers will be further limited to the greatest extent permitted by the DGCL.

In addition, we expect to adopt amended and restated bylaws, which will become effective as of the closing of this offering, and which will provide that we will indemnify our directors and officers, and may indemnify our employees, agents and any other persons, to the fullest extent permitted by the DGCL. Our bylaws will also provide that we must advance expenses incurred by or on behalf of a director or officer in advance of the final disposition of any action or proceeding, subject to limited exceptions.

Further, we have entered into or will enter into indemnification agreements with each of our directors and executive officers that may be broader than the specific indemnification provisions contained in the DGCL. These indemnification agreements require us to, among other things, indemnify our directors and executive officers against liabilities that may arise by reason of their status or service. These indemnification agreements also generally require us to advance all expenses reasonably and actually incurred by our directors and executive officers in investigating or defending any such action, suit or proceeding. We believe that these agreements are necessary to attract and retain qualified individuals to serve as directors and executive officers.

We also expect to obtain and maintain insurance policies under which our directors and officers are insured, within the limits and subject to the limitations of those policies, against certain expenses in connection with the defense of, and certain liabilities which might be imposed as a result of, actions, suits or proceedings to which they are parties by reason of being or having been our directors or officers. The coverage provided by these policies may apply whether or not we would have the power to indemnify such person against such liability under the provisions of the DGCL. At present, we are not aware of any pending litigation or proceeding involving any person who is or was one of our directors or officers, or is or was one of our directors or officers serving at our request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, for which indemnification is sought, and we are not aware of any threatened litigation that may result in claims for indemnification.

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EXECUTIVE COMPENSATION

Our named executive officers for the year ended January 31, 2025 were:

•Scott Beck, our co-founder, president and chief executive officer; and

•Matthew Gotschall, our chief accounting officer and treasurer.

Summary Compensation Table for Fiscal 2024

The following table sets forth information regarding the compensation awarded to, earned by or paid to our named executive officers for fiscal 2024:

Name and Principal Position	Year	Salary ($)		Option Awards ($)(1)		Non-Equity Incentive Plan Compensation ($)(2)		Total ($)
Scott Beck
President and Chief Executive Officer	Fiscal 2024		260,000		21,882		117,000		398,882
Matthew Gotschall
Chief Accounting Officer and Treasurer	Fiscal 2024		205,000		147,277		40,984		393,261

(1)The amount in the “Option Awards” column reflects the aggregate grant-date fair value of the options calculated in accordance with FASB ASC Topic 718, rather than the amounts paid or realized by the named executive officer. The assumptions used to calculate the value of our option awards are the same as those provided in Note 2 to our consolidated financial statements with respect to the value of the options.

(2)The amounts in the “Non-Equity Incentive Plan Compensation” column reflect amounts earned under the individualized incentive plan in which the named executive officer participated, as described in the section titled “Executive Compensation—Non-Equity Incentive Plan Compensation.”

Non-Equity Incentive Plan Compensation

Both of our named executive officers are eligible to receive performance-based cash bonuses, which are designed to provide appropriate incentives to our executives to achieve defined performance goals and to reward our executives for individual achievement towards these goals. The performance-based bonus each named executive officer is eligible to receive is generally based on the extent to which we achieve pre-established corporate goals.

For fiscal 2024, each of our named executive officers were eligible to earn an annual bonus up to a percentage of his annual base salary, which was 50.0% with respect to Mr. Beck and 20.0% with respect to Mr. Gotschall. Bonuses to our named executive officers in fiscal 2024 were based on quarterly and annual operating unit objectives. We approved payments under our fiscal 2024 bonus plan to our named executive officers. Based on the achievements under the fiscal 2024 plan and the relative weighting, the named executive officers received total performance-based cash bonuses for fiscal 2024 in the amounts set forth in the “Non-Equity Incentive Plan Compensation” of the “Summary Compensation Table” above.

October 2025 Option Repricing

In October 2025, our board of directors approved the repricing of certain stock options previously granted under the 2014 Plan to current executive officers, employees and directors which, in connection with this offering and the Corporate Reorganization will be assumed and converted into options to purchase shares of our Class B common stock on a three-for-one basis as part of the Corporate Reorganization (the Assumed Options), with corresponding adjustments to (i) the number of shares of Class B common stock underlying such Assumed Options, (ii) the per share exercise price of each such Assumed Option, and (iii) other adjustments as required under Section 409A of the Code. All Assumed Options with per-share exercise prices above the initial price per share to the public in this offering, including Assumed Options held by Mr. Beck and Mr. Gotschall, which were “underwater”, meaning that the exercise price per share of these Assumed Options was greater than the current fair market value of our Class B common stock, will be repriced effective on the date of the pricing of this offering (the Option Repricing) to reduce the exercise price per share of such underwater Assumed Options to the initial price per share to the public in this offering, the fair market value of our common stock on the date of the Option Repricing. We believe that the Option Repricing is in our best interest and in the best interests of our stockholders, in order to motivate the optionholders to continue to provide services to us and to work towards our success.

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Outstanding Equity Awards at Fiscal 2024 Year-End

The following table sets forth information regarding outstanding equity awards held by our named executive officers as of January 31, 2025 (after giving effect to the Reverse Split).

				Option Awards				Stock Awards
Name	Grant Date		Vesting Commencement Date	Number of securities underlying unexercised options (#) exercisable	Number of securities underlying unexercised options (#) unexercisable	Option exercise price ($)(1)	Option expiration date	Number of unvested Incentive Units underlying award (#)	Threshold price per Incentive Unit ($)
Scott Beck	10/31/2020		10/1/2020	5,866		11.25	10/30/2030
	12/31/2020		12/31/2020	5,866		11.25	12/30/2030
	3/13/2021		3/1/2021	6,044		11.25	3/12/2031
	1/21/2025	(2)	1/21/2025		5,555	18.00	1/20/2035
Matthew Gotschall	8/26/2017		6/5/2017	2,222		4.50	8/25/2027
	7/9/2018		3/1/2018	1,666		5.70	7/8/2028
	3/23/2019		1/1/2019	9,444		7.95	3/22/2029
	6/20/2020	(3)	6/20/2020	5,333	1,333	11.25	6/19/2030
	10/31/2020		10/1/2020	1,642		11.25	10/30/2030
	12/31/2020		12/31/2020	1,642		11.25	12/30/2030
	3/13/2021	(3)	3/1/2021	8,000	5,333	11.25	3/12/2031
	3/13/2021		3/1/2021	1,692		11.25	3/12/2031
	4/28/2023	(4)	2/28/2024					60,000	11.25
	12/23/2024	(3)	9/1/2024		33,333	18.00	12/22/2034

(1)The exercise prices do not reflect the Option Repricing. If the initial price to the public in this offering is less than the per share exercise price of these options, then upon the execution of the underwriting agreement related to this offering, the exercise price per share of these options will be automatically repriced to an exercise price per share equal to the initial price per share to the public in this offering.

(2)The common units underlying this common unit option are scheduled to fully vest on the first anniversary of the Vesting Commencement Date subject to Mr. Beck’s continued service with us.

(3)The Incentive Units underlying each of these awards vested as to 2/5ths of the total Incentive Units on the second anniversary of the Vesting Commencement Date with 1/5th of the total Incentive Units vesting annually thereafter subject to Mr. Gotschall’s continued service with us.

(4)The Incentive Units underlying each of these awards vested as to 2/5ths of the total Incentive Units on the Vesting Commencement Date with 1/5th of the total Incentive Units vesting annually thereafter subject to Mr. Gotschall’s continued service with us.

Description of Option Awards

All options are options to purchase common membership units of Gloo Holdings, LLC. Upon the completion of the Corporate Reorganization, outstanding options to purchase common membership units of Gloo Holdings, LLC will be exchanged for options to purchase shares of Class B common stock of Gloo Holdings, Inc. on the same basis as outstanding common membership units are so converted, with exercise prices appropriately adjusted. Unless otherwise described in the notes to the Outstanding Equity Awards at Fiscal 2024 Year-End table above, each option vests over as to 2/5ths of the total units on the second anniversary of the Vesting Commencement Date with 1/60th of the total units vesting monthly thereafter subject to the respective named executive officer’s continued service with us.

Executive Officer Employment Arrangements

We have entered into confirmatory employment agreements with our executive officers, providing for the terms set forth below.

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Scott Beck

Mr. Beck’s confirmatory employment agreement will not have a specific term and will provide that Mr. Beck is an at-will employee. The agreement will supersede all existing agreements and understandings that Mr. Beck may have concerning his employment relationship with us. We expect that Mr. Beck’s confirmatory employment agreement will provide that he will continue to receive his current annual base salary of $260,000, and be eligible for a target annual bonus at 50% of his annual base salary.

Patrick Gelsinger

Mr. Gelsinger’s confirmatory employment agreement will not have a specific term and will provide that Mr. Gelsinger is an at-will employee. The agreement will supersede all existing agreements and understandings that Mr. Gelsinger may have concerning his employment relationship with us. We expect that Mr. Gelsinger’s confirmatory employment agreement will provide that his annual base salary will be increased from $130,000 to $260,000, effective as of the effective date of the registration statement of which this prospectus forms a part, and be eligible for a target annual bonus at 50% of his annual base salary.

Matthew Gotschall

Mr. Gotschall’s confirmatory employment agreement will not have a specific term and will provide that Mr. Gotschall is an at-will employee. The agreement will supersede all existing agreements and understandings that Mr. Gotschall may have concerning his employment relationship with us. We expect that Mr. Gotschall’s confirmatory employment agreement will provide that he will continue to receive his current annual base salary of $250,000, and be eligible for a target annual bonus at 40% of his annual base salary.

Paul Seamon

Mr. Seamon’s confirmatory employment agreement will not have a specific term and will provide that Mr. Seamon is an at-will employee. The agreement will supersede all existing agreements and understandings that Mr. Seamon may have concerning his employment relationship with us. We expect that Mr. Seamon’s confirmatory employment agreement will provide that he will continue to receive his current annual base salary of $300,000, and be eligible for a target annual bonus at 75% of his annual base salary.

Gotschall Fiscal 2025 Award

In connection with this offering, we expect to issue Mr. Gotschall (i) a stock option to purchase 166,667 shares of our Class A common stock under the 2025 Plan at an exercise price per share equal to the initial price per share to the public in this offering, which is expected to vest 40% on November, 1, 2027 and in three equal installments thereafter, subject to his continued service, and (ii) a stock option to purchase 100,000 shares of our Class A common stock under the 2025 Plan at an exercise price per share equal to the initial price per share to the public in this offering, which vested 40% on February 28, 2024 and 20% on February 28, 2025, and is expected to vest in two equal installments thereafter, subject to his continued service.

We do not intend to have a policy or practice to time equity grants based on the release of material non-public information.

Potential Payments upon Termination or Change in Control

We have adopted our Executive Change in Control Severance Plan (the Severance Plan) to provide severance and change in control benefits to our executive officers and certain other key employees. The severance payments and benefits under the Severance Plan generally are expected to be in lieu of any other severance payments and benefits to which a participant was entitled before signing his or her participation agreement under the Severance Plan, except as specifically provided under the participation agreement.

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In the event of a “termination” of the employment of an executive officer by us for a reason other than “cause” or the executive officer’s death or “disability” (as such terms are defined in our Severance Plan), that occurs outside the change in control period (as described below), the executive officer will be entitled to the following payments and benefits:

•a lump sum payment equal to 50% of the executive officer’s annual base salary;

•a pro-rated portion of the executive officer’s target annual bonus for the year of termination, with the proration calculated based on the number of months in which the executive officer was employed with us during that year; and

•reimbursement, or taxable lump sum payment in lieu of reimbursement, equal to the premium cost of continued health coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (COBRA), for a period of 6 months.

In the event of a termination of the employment (i) by us for a reason other than “cause” or the executive officer’s death or “disability” or (ii) by the executive officer for “good reason” (as such terms are defined in our Severance Plan), in either case, occurring within a period beginning 3 months prior to and ending 12 months following a “change in control” (as defined in our Severance Plan, and such period the “change in control period”), the executive officer will be entitled to the following payments and benefits:

•a lump sum payment equal to 100% of the executive officer’s annual base salary;

•a pro-rated portion of the executive officer’s target annual bonus for the year of termination, with the proration calculated based on the number of months in which the executive officer was employed with us during that year;

•reimbursement, or taxable lump sum payment in lieu of reimbursement, equal to the premium cost of continued health coverage under COBRA for a period of 12 months; and

•100% accelerated vesting of all outstanding equity awards, and, with respect to equity awards with performance-based vesting, all performance goals or other vesting criteria will be deemed achieved at 100% of target levels for the relevant performance period(s), unless otherwise determined by the applicable agreement governing the equity award with performance-based vesting.

The receipt of the payments and benefits provided for under the Severance Plan described above is conditioned on the executive officer signing and not revoking a separation and release of claims agreement and such release becoming effective and irrevocable no later than the sixtieth day following the executive officer’s involuntary termination of employment, as well as continued compliance with any confidentiality, proprietary information and inventions agreement applicable to the executive officer.

In addition, if any of the payments or benefits provided for under our Severance Plan or otherwise payable to the executive officer would constitute “parachute payments” within the meaning of Section 280G of the Code and could be subject to the related excise tax, the executive officer will receive either full payment of such payments and benefits or such lesser amount that would result in no portion of the payments and benefits being subject to the excise tax, whichever results in the greater amount of after-tax benefits to them. Our Severance Plan does not require us to provide any tax gross-up payments to the executive officers.

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Employee Benefit and Stock Plans

2025 Equity Incentive Plan

Our board of directors has adopted, and our stockholders have approved, our 2025 Plan. We expect that our 2025 Plan will be effective on the business day immediately prior to the effective date of the registration statement of which this prospectus forms a part. Our 2025 Plan will provide for the grant of incentive stock options, within the meaning of Section 422 of the Code, to our employees and any parent and subsidiary corporations’ employees, and for the grant of nonstatutory stock options, restricted stock, RSUs, stock appreciation rights, performance units, and performance shares to our employees, directors and consultants, and our parent and subsidiary corporations’ employees and consultants. The 2014 Plan terminated in connection with the effectiveness of the 2025 Plan with respect to the grant of future awards.

Authorized Shares

A total of 13,357,842 shares of our Class A common stock is reserved for issuance pursuant to our 2025 Plan. In addition, the shares reserved for issuance under our 2025 Plan includes a number of shares of Class A common stock equal to the shares of Class B common stock subject to stock options or similar awards granted under our 2014 Plan, that, after the effective date of our 2025 Plan, expire or otherwise terminate without having been exercised in full, are tendered to or withheld by us for payment of an exercise price or for satisfying tax withholding obligations, or are forfeited to or repurchased by us due to failure to vest (provided that the maximum number of shares that may be added to our 2025 Plan from the 2014 Plan is 4,356,272 shares). The number of shares available for issuance under our 2025 Plan also includes an annual increase on the first day of each fiscal year beginning on February 1, 2026, equal to the least of:

•10,800,000 shares;

•five percent (5%) of the outstanding shares of all classes of our common stock as of the last day of the immediately preceding fiscal year; or

•such other amount as our board of directors may determine.

If an award granted under the 2025 Plan expires or becomes unexercisable without having been exercised in full, is surrendered pursuant to an exchange program or, with respect to restricted stock, RSUs, performance units or performance shares, is forfeited or repurchased due to failure to vest, then the unpurchased shares (or for awards other than stock options or stock appreciation rights, the forfeited or repurchased shares) will become available for future grant or sale under the 2025 Plan. With respect to stock appreciation rights, only the net shares actually issued will cease to be available under the 2025 Plan and all remaining shares under stock appreciation rights will remain available for future grant or sale under the 2025 Plan. Shares that have actually been issued under the 2025 Plan under any award will not be returned to the 2025 Plan; provided, however, that if shares issued pursuant to awards of restricted stock, RSUs, performance shares or performance units are repurchased or forfeited, such shares will become available for future grant under the 2025 Plan. Shares used to pay the exercise price of an award or to satisfy the tax withholding obligations related to an award will become available for future grant or sale under the 2025 Plan. To the extent an award is paid out in cash rather than shares, such cash payment will not result in a reduction in the number of shares available for issuance under the 2025 Plan.

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Plan Administration

Our board of directors or one or more committees appointed by our board of directors will administer our 2025 Plan. The compensation committee is expected to administer our 2025 Plan. In addition, if we determine it is desirable to qualify transactions under our 2025 Plan as exempt under Rule 16b-3 of the Exchange Act, such transactions will be structured with the intent that they satisfy the requirements for exemption under Rule 16b-3. Subject to the provisions of our 2025 Plan, the administrator has the power to administer our 2025 Plan and make all determinations deemed necessary or advisable for administering the 2025 Plan, including, but not limited to, the power to determine the fair market value of our Class A common stock, select the service providers to whom awards may be granted, determine the number of shares covered by each award, approve forms of award agreements for use under the 2025 Plan, determine the terms and conditions of awards (including, but not limited to, the exercise price, the time or times at which the awards may be exercised, any vesting acceleration or waiver or forfeiture restrictions, and any restriction or limitation regarding any award or the shares relating thereto), construe and interpret the terms of our 2025 Plan and awards granted under it, prescribe, amend, and rescind rules relating to our 2025 Plan, including creating sub-plans, and modify or amend each award, including, but not limited to, the discretionary authority to extend the post-termination exercisability period of awards (provided that no option or stock appreciation right will be extended past its original maximum term), and to allow a participant to defer the receipt of payment of cash or the delivery of shares that would otherwise be due to such participant under an award. The administrator also has the authority to allow participants the opportunity to transfer outstanding awards to a financial institution or other person or entity selected by the administrator and to institute an exchange program by which outstanding awards may be surrendered or cancelled in exchange for awards of the same type which may have a higher or lower exercise price and/or different terms, awards of a different type and/or cash, or by which the exercise price of an outstanding award is increased or reduced. The administrator’s decisions, interpretations and other actions are final and binding on all participants.

Stock Options

Stock options may be granted under our 2025 Plan. The exercise price of options granted under our 2025 Plan must at least be equal to the fair market value of our Class A common stock on the date of grant. The term of an option may not exceed ten years. With respect to any participant who owns more than 10% of the voting power of all classes of our outstanding stock, the term of an incentive stock option granted to such participant must not exceed five years and the exercise price must equal at least 110% of the fair market value on the grant date. The administrator will determine the methods of payment of the exercise price of an option, which may include cash, shares or other property acceptable to the administrator, as well as other types of consideration permitted by applicable law. After the termination of service of an employee, director, or consultant, he or she may exercise his or her option for the period of time stated in his or her option agreement. In the absence of a specified time in an award agreement, if termination is due to death or disability, the option will remain exercisable for twelve months. In all other cases, in the absence of a specified time in an award agreement, the option will remain exercisable for three months following the termination of service. An option may not be exercised later than the expiration of its term. Subject to the provisions of our 2025 Plan, the administrator determines the other terms of options.

Stock Appreciation Rights

Stock appreciation rights may be granted under our 2025 Plan. Stock appreciation rights allow the recipient to receive the appreciation in the fair market value of our Class A common stock between the exercise date and the date of grant. Stock appreciation rights may not have a term exceeding ten years. After the termination of service of an employee, director or consultant, he or she may exercise his or her stock appreciation right for the period of time stated in his or her stock appreciation rights agreement. In the absence of a specified time in an award agreement, if termination is due to death or disability, the stock appreciation rights will remain exercisable for twelve months. In all other cases, in the absence of a specified time in an award agreement, the stock appreciation rights will remain exercisable for three months following the termination of service. However, in no event may a stock appreciation right be exercised later than the expiration of its term. Subject to the provisions of our 2025 Plan, the administrator determines the other terms of stock appreciation rights, including when such rights become exercisable and whether to pay any increased appreciation in cash or with shares of our Class A common stock, or a combination thereof, except that the per share exercise price for the shares to be issued pursuant to the exercise of a stock appreciation right will be no less than 100% of the fair market value per share on the date of grant.

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Restricted Stock

Restricted stock may be granted under our 2025 Plan. Restricted stock awards are grants of shares of our Class A common stock that vest in accordance with terms and conditions established by the administrator. The administrator will determine the number of shares of restricted stock granted to any employee, director or consultant and, subject to the provisions of our 2025 Plan, will determine the terms and conditions of such awards. The administrator may impose whatever conditions to vesting it determines to be appropriate (for example, the administrator may set restrictions based on the achievement of specific performance goals or continued service to us); provided, however, that the administrator, in its sole discretion, may accelerate the time at which any restrictions will lapse or be removed. Recipients of restricted stock awards generally will have voting and dividend rights with respect to such shares upon grant without regard to vesting, unless the administrator provides otherwise. Shares of restricted stock that do not vest are subject to our right of repurchase or forfeiture.

Restricted Stock Units

RSUs may be granted under our 2025 Plan. RSUs are bookkeeping entries representing an amount equal to the fair market value of one share of our Class A common stock. Subject to the provisions of our 2025 Plan, the administrator determines the terms and conditions of RSUs, including the vesting criteria and the form and timing of payment. The administrator may set vesting criteria based upon the achievement of company-wide, divisional, business unit or individual goals (including, but not limited to, continued employment or service), applicable federal or state securities laws or any other basis determined by the administrator in its discretion. The administrator, in its sole discretion, may pay earned RSUs in the form of cash, in shares or in some combination thereof. Notwithstanding the foregoing, the administrator, in its sole discretion, may accelerate the time at which any vesting requirements will be deemed satisfied.

Performance Units and Performance Shares

Performance units and performance shares may be granted under our 2025 Plan. Performance units and performance shares are awards that will result in a payment to a participant only if performance goals established by the administrator are achieved or the awards otherwise vest. The administrator will establish performance objectives or other vesting criteria in its discretion, which, depending on the extent to which they are met, will determine the number and/or the value of performance units and performance shares to be paid out to participants. The administrator may set performance objectives based on the achievement of company-wide, divisional, business unit, or individual goals (including, but not limited to, continued employment or service), applicable federal or state securities laws, or any other basis determined by the administrator in its discretion. After the grant of a performance unit or performance share, the administrator, in its sole discretion, may reduce or waive any performance criteria or other vesting provisions for such performance units or performance shares. Performance units shall have an initial dollar value established by the administrator on or prior to the grant date. Performance shares shall have an initial value equal to the fair market value of our Class A common stock on the grant date. The administrator, in its sole discretion, may pay earned performance units or performance shares in the form of cash, in shares or in some combination thereof.

Non-Employee Directors

Our 2025 Plan provides that all non-employee directors will be eligible to receive all types of awards (except for incentive stock options) under our 2025 Plan. In connection with this offering, we have adopted a formal policy pursuant to which our non-employee directors will be eligible to receive equity awards under our 2025 Plan. In order to provide a maximum limit on the awards that can be made to our non-employee directors, our 2025 Plan provides that in any given fiscal year, a non-employee director will not be paid cash retainers or granted awards having a grant-date fair value greater than $750,000, but this limit is increased to $1,000,000 in connection with his or her initially joining the board of directors (in each case, excluding awards granted to him or her as a consultant or employee or granted on or prior to the effective date of the registration statement of which this prospectus forms a part). The grant-date fair values will be determined according to U.S. GAAP. The maximum limits do not reflect the intended size of any potential grants or a commitment to make grants to our non-employee directors under our 2025 Plan in the future.

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Non-Transferability of Awards

Unless the administrator provides otherwise, our 2025 Plan generally does not allow for the transfer of awards and only the recipient of an award may exercise an award during his or her lifetime. If the administrator makes an award transferable, such award will contain such additional terms and conditions as the administrator deems appropriate.

Certain Adjustments

In the event of certain changes in our capitalization, to prevent diminution or enlargement of the benefits or potential benefits available under our 2025 Plan, the administrator will adjust the number and class of shares that may be delivered under our 2025 Plan and/or the number, class and price of shares covered by each outstanding award, and the numerical share limits set forth in our 2025 Plan.

Dissolution or Liquidation

In the event of our proposed liquidation or dissolution, the administrator will notify participants as soon as practicable and all awards will terminate immediately prior to the consummation of such proposed transaction.

Merger or Change in Control

Our 2025 Plan provides that, in the event of our merger with or into another corporation or entity or a change in control (as defined in our 2025 Plan), each outstanding award will be treated as the administrator determines, including, without limitation, that (1) awards will be assumed, or substantially equivalent awards will be substituted, by the acquiring or succeeding corporation (or an affiliate thereof) with appropriate adjustments as to the number and kind of shares and prices; (2) upon written notice to a participant, that the participant’s awards will terminate upon or immediately prior to the consummation of such merger or change in control; (3) outstanding awards will vest and become exercisable, realizable or payable, or restrictions applicable to an award will lapse, in whole or in part prior to or upon consummation of such merger or change in control, and, to the extent the administrator determines, terminate upon or immediately prior to the effectiveness of such merger or change in control; (4) (A) the termination of an award in exchange for an amount of cash and/or property, if any, equal to the amount that would have been attained upon the exercise of such award or realization of the participant’s rights as of the date of the occurrence of the transaction (and, for the avoidance of doubt, if as of the date of the occurrence of the transaction the administrator determines in good faith that no amount would have been attained upon the exercise of such award or realization of the participant’s rights, then such award may be terminated by us without payment), or (B) the replacement of such award with other rights or property selected by the administrator in its sole discretion; (5) with respect only to an award (or portion thereof) that is unvested as of immediately prior to the effective time of the merger or change in control, the termination of the award immediately prior to the effective time of the merger or change in control with such payment to the participant (including no payment) as the administrator determines in its discretion; or (6) any combination of the foregoing. The administrator will not be obligated to treat all awards, all awards a participant holds, or all awards of the same type, similarly.

In the event an option or stock appreciation right is not assumed or substituted in the event of a merger or change in control, the administrator will notify each participant in writing or electronically that the option or stock appreciation right, as applicable, will be exercisable for a period of time determined by the administrator in its sole discretion, and the option or stock appreciation right, as applicable, will terminate upon the expiration of such period.

Awards granted to our outside directors will vest fully and become immediately exercisable, all restrictions on his or her restricted stock and RSUs will lapse and all performance goals or other vesting requirements for his or her performance shares and units will be deemed achieved at 100% of target levels and all other terms and conditions met.

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Clawback

Awards will be subject to any clawback policy that we are required to adopt pursuant to the listing standards of any national securities exchange or association on which our stock is listed or as otherwise required by applicable laws, and the administrator also may specify in an award agreement that the participant’s rights, payments and/or benefits with respect to an award will be subject to reduction, cancellation, forfeiture and/or recoupment upon the occurrence of certain specified events. Our board of directors may require a participant to forfeit, return or reimburse us all or a portion of the award and/or shares issued under the award, any amounts paid under the award, and any payments or proceeds paid or provided upon disposition of the shares issued under the award in order to comply with such clawback policy or applicable laws.

Amendment and Termination

The administrator has the authority to amend, suspend or terminate our 2025 Plan provided such action does not impair the existing rights of any participant. Our 2025 Plan automatically will terminate in 2035, unless we terminate it sooner.

2025 Employee Stock Purchase Plan

Our board of directors has adopted, and our stockholders have approved, our ESPP. Our ESPP became effective on the business day immediately prior to the effective date of the registration statement of which this prospectus forms a part. However, no offering period or purchase period will begin unless and until otherwise determined by our board of directors, and we expect offering periods under the ESPP will commence at a later date.

Authorized Shares

A total of 500,000 shares of our Class A common stock is available for sale under our ESPP. The number of shares of our Class A common stock that are available for sale under our ESPP also includes an annual increase on the first day of each fiscal year beginning with the fiscal year following the fiscal year in which the first enrollment date (if any) occurs, equal to the least of:

•4,400,000 shares;

•three percent (3%) of the outstanding shares of all classes of our common stock as of the last day of the immediately preceding fiscal year; or

•such other amount as our board of directors may determine.

Plan Administration

Our board of directors, or a committee appointed by our board of directors, will administer our ESPP, and have full but non-exclusive authority to interpret the terms of our ESPP and determine eligibility to participate, subject to the conditions of our ESPP, as described below. We expect our compensation committee to administer our ESPP. The administrator will have full and exclusive discretionary authority to construe, interpret and apply the terms of the ESPP, to delegate ministerial duties to any of our employees, to designate separate offerings under the ESPP, to designate our subsidiaries and affiliates as participating in the ESPP, to determine eligibility, to adjudicate all disputed claims filed under the ESPP and to establish procedures that it deems necessary or advisable for the administration of the ESPP, including, but not limited to, adopting such procedures, sub-plans and appendices to the ESPP enrollment agreement as are necessary or appropriate to permit participation in the ESPP by employees who are foreign nationals or employed outside the United States. The administrator’s findings, decisions and determinations are final and binding on all participants to the full extent permitted by law.

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Eligibility

Generally, all of our employees will be eligible to participate if they are customarily employed by us, or any participating subsidiary, for at least 20 hours per week and more than five months in any calendar year. The administrator, in its discretion, may, prior to an enrollment date for all options granted on such enrollment date in an offering, determine that an employee who (1) has not completed at least two years of service (or a lesser period of time determined by the administrator) since his or her last hire date, (2) customarily works not more than 20 hours per week (or a lesser period of time determined by the administrator), (3) customarily works not more than five months per calendar year (or a lesser period of time determined by the administrator), (4) is a highly compensated employee within the meaning of Section 414(q) of the Code, or (5) is a highly compensated employee within the meaning of Section 414(q) of the Code with compensation above a certain level or is an officer or subject to disclosure requirements under Section 16(a) of the Exchange Act, is or is not eligible to participate in such offering period.

However, an employee may not be granted rights to purchase shares of our Class A common stock under our ESPP if such employee:

•immediately after the grant would own capital stock possessing 5% or more of the total combined voting power or value of all classes of our capital stock; or

•hold rights to purchase shares of our Class A common stock under all of our employee stock purchase plans that accrue at a rate that exceeds $25,000 worth of shares of our Class A common stock for each calendar year.

Offering Periods

Our ESPP will include a component that allows us to make offerings intended to qualify under Section 423 of the Code and a component that allows us to make offerings not intended to qualify under Section 423 of the Code to designated companies, as described in our ESPP. Offering periods will begin and end on such dates as may be determined by the administrator in its discretion, in each case on a uniform and nondiscriminatory basis, and may contain one or more purchase periods. The administrator may change the duration of offering periods (including commencement dates) with respect to future offerings so long as such change is announced prior to the scheduled beginning of the first offering period affected. No offering period may last more than 27 months.

Contributions

Our ESPP will permit participants to purchase shares of our Class A common stock through contributions (in the form of payroll deductions or otherwise to the extent permitted by the administrator) of up to 15% of their eligible compensation. During any offering period or purchase period, as applicable, a participant may purchase a maximum number of shares of our Class A common stock to be determined by the administrator.

Exercise of Purchase Right

Amounts contributed and accumulated by the participant will be used to purchase shares of our common stock at the end of each six-month purchase period. The purchase price of the shares will be 85% of the lower of the fair market value of our Class A common stock on the first trading day of the offering period or on the exercise date. If the fair market value of our Class A common stock on the exercise date is less than the fair market value on the first trading day of the offering period, participants will be automatically withdrawn from such offering period immediately following their purchase of shares of our Class A common stock on the exercise date and will be automatically re-enrolled in the next offering period. Participants may end their participation at any time during an offering period and will be paid their accrued contributions that have not yet been used to purchase shares of our Class A common stock. Participation ends automatically upon termination of employment with us.

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Non-Transferability

A participant may not transfer rights granted under our ESPP (other than by will, the laws of descent and distribution or as otherwise provided under our ESPP).

Merger or Change in Control

Our ESPP provides that in the event of a merger or change in control, as defined under our ESPP, a successor corporation may assume or substitute each outstanding purchase right. If the successor corporation refuses to assume or substitute for the outstanding purchase right, the offering period then in progress will be shortened, and a new exercise date will be set that will be before the date of the proposed merger or change in control. The administrator will notify each participant that the exercise date has been changed and that the participant’s option will be exercised automatically on the new exercise date unless prior to such date the participant has withdrawn from the offering period.

Amendment; Termination

The administrator will have the authority to amend, suspend or terminate our ESPP, except that, subject to certain exceptions described in our ESPP, no such action may adversely affect any outstanding rights to purchase shares of our Class A common stock under our ESPP. Our ESPP automatically will terminate in 2045, unless we terminate it sooner.

2014 Gloo Holdings, LLC Membership Unit Option Plan

The 2014 Plan was originally adopted by the Gloo Holdings, LLC board of managers and approved by the Gloo Holdings, LLC members in 2014.

The 2014 Plan allows Gloo Holdings, LLC to provide unit options (each, an option and the recipient of such option, an optionee) to eligible owners, officers, employees, managers and consultants of Gloo Holdings, LLC, any affiliate of Gloo Holdings, LLC, or any entity that provides services to Gloo Holdings, LLC or any affiliate of Gloo Holdings, LLC. The 2014 Plan was terminated in connection with the effectiveness of the 2025 Plan. However, the 2014 Plan will continue to govern the terms and conditions of the outstanding options previously granted under the 2014 Plan.

As of July 31, 2025, the following options were outstanding under the 2014 Plan: 13,115,331 unit options to acquire 13,115,331 common membership units of Gloo Holdings, LLC. All outstanding common unit options under the 2014 Plan are expected to be exchanged for options to purchase shares of Gloo Holdings, Inc. Class B common stock on a three-for-one basis when Gloo Holdings, Inc. assumes the 2014 Plan in connection with this offering.

Plan Administration

The 2014 Plan is currently administered by the Gloo Holdings, LLC board of managers or one or more committees appointed by the Gloo Holdings, LLC board of managers, and will be administered by the Gloo Holdings, Inc. board of directors or one or more committees appointed by the Gloo Holdings, Inc. board of directors when Gloo Holdings, Inc. assumes the 2014 Plan in connection with this offering. The administrator has the power to make determinations pursuant to the provisions of the 2014 Plan in its sole discretion. All decisions made by the administrator are final and binding. The administrator has the authority to adopt, alter and repeal administrative rules, guidelines and practices governing the 2014 Plan, to interpret the terms and provisions of the 2014 Plan and an award issued under the 2014 Plan, and any forms relating to the 2014 Plan, and to otherwise supervise the administration of the 2014 Plan. The administrator’s policies and procedures may differ with respect to awards granted at different times or to different participants.

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The administrator’s powers include the power to determine under what circumstances an option may be settled in cash or common units. The administrator also has the power to adopt, amend and rescind rules and regulations that, in its opinion, may be advisable in the administration of the 2014 Plan and to determine whether an award is to be adjusted, modified or purchased, or is to become fully exercisable, under the 2014 Plan.

Eligibility

Owners, officers, employees, managers and consultants of Gloo Holdings, LLC, any affiliate of Gloo Holdings, LLC, or any entity that provides services to Gloo Holdings, LLC or any affiliate of Gloo Holdings, LLC who, in the opinion of the 2014 Plan administrator, will be in a position to make contributions to the growth and success of Gloo Holdings, LLC or any affiliate of Gloo Holdings, LLC are eligible to receive options.

Unit Options

Options have been granted under the 2014 Plan. Subject to the provisions of the 2014 Plan, the administrator determines the terms and conditions of an option, including, but not limited to, the number of common units subject to an option, the option price, the option period, any exercise restriction or limitation and any exercise acceleration, forfeiture or waiver regarding any option, any common units relating thereto, any performance criteria and the satisfaction of such criteria.

The term of an option is set by the administrator, but the term of an option may not exceed ten years from the grant date. The administrator determines the option price per unit of the common units purchasable under an option, which equals the fair market value of the underlying common units on the grant date.

Under the 2014 Plan, options generally vest as to 40% on the second anniversary of the applicable vesting commencement date and 20% vest annually thereafter for a period of three (3) years; provided, however, that the administrator may, at its sole discretion, determine to apply a different vesting schedule.

The optionee may pay the exercise price of an option in accordance with the methods set forth in the 2014 Plan. Upon a “Termination of Employment” (as defined in the 2014 Plan) of the optionee, that optionee may exercise the vested portion of his or her option following the termination date for 30 days (or 1 year in the event of death or disability). In no event will an option remain exercisable beyond its original term. If an optionee does not exercise his or her option within the time specified, the option will terminate. The administrator has the discretion to determine exercisability periods for an option.

Non-transferability of Options

Except as otherwise set forth in the 2014 Plan, the operating agreement of Gloo Holdings, LLC or other organizational documents of Gloo Holdings, LLC, no award under the 2014 Plan is transferable by the participant other than by will or by the laws of descent and distribution. An award may be exercised during the lifetime of the holder of an award only by such holder.

Change in Capitalization

The administrator will adjust or substitute the number of common units covered by outstanding awards, the number of common units available for issuance under the 2014 Plan, the exercise price per unit covered by outstanding awards, performance conditions and any other characteristics or terms of the awards as the administrator deems necessary or appropriate to reflect equitably the effects of any unit distribution, unit split,combination or exchange of common units, recapitalization or other change in the capital structure of Gloo Holdings, LLC, separation or division of Gloo Holdings, LLC (including, but not limited to, a split-up, spin-off, split-off or distribution to unitholders other than a normal cash distribution), sale by Gloo Holdings, LLC of all or a substantial portion of its assets (measured on either a stand-alone or consolidated basis), reorganization, rights offering, a partial or complete liquidation, or any other similar transaction, unit offering or event involving Gloo Holdings, LLC and having an effect similar to any of the foregoing. No common units will include preemption or antidilution rights of any kind unless such rights are specifically set forth in the operating agreement of Gloo Holdings, LLC.

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Change in Control

In the event of a change in control (which also includes a liquidation or dissolution of Gloo Holdings, LLC), unless otherwise provided in the instrument evidencing the unit option or any other written agreement between the Gloo Holdings, LLC or any affiliate of Gloo Holdings, LLC and the participant or unless otherwise expressly provided by the administrator at the time of grant of any option, the administrator may take one or more of the following actions with respect to options:

•arrange for the surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent company) to assume or continue the option or to substitute a similar award for the option (including, but not limited to, an award to acquire the same consideration paid to the unitholders of Gloo Holdings, LLC pursuant to the change in control);

•arrange for the assignment of any reacquisition or repurchase rights held by Gloo Holdings, LLC in respect of common units issued pursuant to the option to the surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent company);

•accelerate the vesting, in whole or in part, of the option (and, if applicable, the time at which the option may be exercised) to a date prior to the effective time of such change in control as the administrator determines (or, if the administrator does not determine such a date, to the date that is five days prior to the effective date of the change in control), with such option terminating if not exercised (if applicable) at or prior to the effective time of the change in control; provided, however, that the administrator may require option holders to complete and deliver to Gloo Holdings, LLC a notice of exercise before the effective date of a change in control, which exercise is contingent upon the effectiveness of such change in control;

•arrange for the lapse, in whole or in part, of any reacquisition or repurchase rights held by Gloo Holdings, LLC with respect to the option;

•cancel or arrange for the cancellation of the option, to the extent not vested or not exercised prior to the effective time of the change in control, in exchange for such cash consideration, if any, as the administrator, in its sole discretion, may consider appropriate; and

•make a payment, in such form as may be determined by the administrator equal to the excess, if any, of (A) the value of the property the optionee would have received upon the exercise of the option immediately prior to the effective time of the change in control, over (B) any exercise price payable by such holder in connection with such exercise. For clarity, this payment may be $0 if the value of the property is equal to or less than the exercise price. Payments under this provision may be delayed to the same extent that payment of consideration to the holders in Gloo Holdings, LLC in connection with the change in control is delayed as a result of escrows, earn outs, holdbacks or any other contingencies.

The administrator need not take the same action or actions with respect to all options or portions thereof or with respect to all optionees. The administrator may take different actions with respect to the vested and unvested portions of an option.

Amendment and Termination

The administrator may amend the 2014 Plan at any time subject to certain limitations as set forth in the 2014 Plan. In addition, no such amendment will be made without the approval of the unitholders of Gloo Holdings, LLC to the extent such approval is required by law or by agreement among all the unitholders.

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Gloo Holdings, LLC and Gloo Incentives, LLC Profits Interests Units

We have granted our employees and directors awards of Incentive Units, which are intended to qualify as profits interests units for United States federal tax purposes and pursuant to which the holder may receive certain distributions with respect to any such Incentive Units that have vested once such distributions payable to holders of Incentive Units in Gloo Holdings, LLC or Gloo Incentives, LLC, in each case which exceed the specified participation threshold for the specific award of Incentive Units.

The Incentive Units vest according to the approved vesting schedule. In general, the Incentive Units vest as to 40% on the first vesting date (which, unless otherwise specified under the terms of the applicable award, generally occurs on the second anniversary of the grant date) and as to the remaining 60% in equal annual installments over a period of three years thereafter, subject to the holder’s continued employment or service through each vesting date.

In connection with this offering, unvested Incentive Units will be exchanged for shares of restricted Class B common stock of Gloo Holdings, Inc., subject to the same vesting conditions that apply to the unvested Incentive Units, and vested Incentive Units will be exchanged for shares of Class B common stock of Gloo Holdings, Inc.

Executive Incentive Compensation Plan

Our board of directors has adopted our Executive Incentive Compensation Plan (the Incentive Compensation Plan). Our Incentive Compensation Plan allows us to provide cash incentive awards to employees selected by our board of directors or the compensation committee (the administrator), including our named executive officers, based upon performance goals established by the administrator. Pursuant to the Incentive Compensation Plan, the administrator, in its sole discretion, will establish a target award for each participant and a bonus pool, with actual awards payable from such bonus pool, with respect to the applicable performance period.

Under our Incentive Compensation Plan, the administrator will determine the performance goals applicable to any award, which goals may include, without limitation, goals related to: attainment of research and development milestones; sales bookings; business divestitures and acquisitions; capital raising; cash flow; cash position; contract awards or backlog; corporate transactions; customer renewals; customer retention rates from an acquired company, subsidiary, business unit or division; earnings (which may include any calculation of earnings, including but not limited to earnings before interest and taxes, earnings before taxes, earnings before interest, taxes, depreciation and amortization and net taxes); earnings per share; expenses; financial milestones; gross margin; growth in stockholder value relative to the moving average of the S&P 500 Index or another index; internal rate of return; leadership development or succession planning; license or research collaboration arrangements; market share; net income; net profit; net sales; new product or business development; new product invention or innovation; number of customers; operating cash flow; operating expenses; operating income; operating margin; overhead or other expense reduction; patents; procurement; product defect measures; product release timelines; productivity; profit; regulatory milestones or regulatory-related goals; retained earnings; return on assets; return on capital; return on equity; return on investment; return on sales; revenue; revenue growth; sales results; sales growth; savings; stock price; time to market; total stockholder return; working capital; unadjusted or adjusted actual contract value; unadjusted or adjusted total contract value; and individual objectives such as peer reviews or other subjective or objective criteria. The performance goals may differ from participant to participant and from award to award.

The administrator of our Incentive Compensation Plan may, in its sole discretion and at any time, increase, reduce or eliminate a participant’s actual award, and/or increase, reduce or eliminate the amount allocated to the bonus pool for a particular performance period. The actual award may be below, at, or above a participant’s target award, in the discretion of the administrator. The administrator may determine the amount of any increase, reduction or elimination on the basis of such factors as it deems relevant, and it is not required to establish any allocation or weighting with respect to the factors it considers.

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Actual awards will be paid in cash (or its equivalent) in a single lump sum only after they are earned, which usually requires continued employment through the date the actual award is paid. The administrator reserves the right to settle an actual award with a grant of an equity award under our then-current equity compensation plan, which equity award may have such terms and conditions, as the administrator determines. Payment of awards occurs as soon as administratively practicable after they are earned, but no later than the dates set forth in our Incentive Compensation Plan.

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