GLOO 10-K & 10-Q changes, risk factors and insider trading

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 Quarterly Report on Form 10-Q, including the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our unaudited condensed consolidated financial statements and related notes included elsewhere in this report. 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 trading 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 report and should not be interpreted as an affirmative statement that such risks or conditions have not materialized, in whole or in part. This report also includes forward-looking statements that involve risks and uncertainties. Our actual results may differ substantially from those discussed in the forward-looking statements as a result of factors that are described below and elsewhere in this report or other risks that we currently deem immaterial or that may be unknown to us. Our fiscal year ends on January 31, and the years ended January 31, 2024, 2025, 2026 and 2027 are referred to herein as “fiscal 2023”, “fiscal 2024”, “fiscal 2025” and “fiscal 2026” respectively.

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

As of AprilJuly 30,31, 2026, we held cash and cash equivalents of $33.0$39.3 million and had an accumulated deficit of $56.9$78.3 million. Additionally, since our inception, we have generated significant operating losses and we incurred net losses of $158.7 million and $85.8 million and used $80.5 million and $46.1 million of cash in operating activities for the years ended January 31, 2026 and 2025, respectively. We incurred a net loss of $17.1$38.1 million and used $17.1$28.0 million of cash in operating activities for the threesix months ended AprilJuly 30,31, 2026. 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 as of and for the threesix months ended AprilJuly 30,31, 2026,2026 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.

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.users. 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.

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 trading 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.

InWe fiscalhave 2023completed andmore fiscalthan 2024, we acquired or invested in, among others, Outreach and Visitor Reach. For additional details about those16 acquisitions and investments, see Note 4, Business Combinations, and Note 5, Equity Method Investments,investments to ourdate, auditedincluding consolidatedOutreach, financialVisitor statements included in Part II, Item 8 of our Annual Report on Form 10-K for the year ended January 31, 2026. In fiscal 2025, we acquired or invested inReach, Barna, Carey Nieuwhof Communications Ltd., Servant, Masterworks, Creative Group, LLC and its wholly-owned subsidiaries, XRI Global, Inc. (“XRI”) and, Westfall Group Inc. (“Westfall Group”), obtainedMidwestern, controlSermons Tech, and EMD Acquisition, and we expect to continue to pursue acquisitions and investments as part of Midwestern,our therebygrowth consolidatingstrategy. Midwestern,Refer andto acquiredNote 4, Business Combinations for additional information on the remainingEMD 56.8% of Sermons Tech.Acquisition. For additional details, see Note 4, Business Combinations, and Note 5, Equity Method Investments, to our audited consolidated financial statements included in Part II, Item 8 of our Annual Report on Form 10-K for the year ended January 31, 2026. 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, Goodwill, to our audited consolidated financial statements included in Part II, Item 8 of our Annual Report on Form 10-K for the year ended January 31, 2026.

Sellers in our acquisitions of Visitor Reach and 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 an impairment charge, complicate the overall integration process and decrease the benefits potentially realizable from investment synergies.

In connection with our acquisitionsacquisition of Visitor Reach and Midwestern,Reach, 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 suchthese 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, 2026 for Visitor Reach were exercisable as of such date and were exercised on such date, we would be required to deconsolidate $11.5$3.8 million, or 12.2%,4.1%, of our fiscal 2025 revenue and $6.0$1.1 million, or 3.8%,0.7%, of our fiscal 2025 net loss. If all repurchase rights outstanding as of January 31, 2025 were exercisable for Visitor Reach as of such date and were exercised on such date, we would be required to deconsolidate $0.2 million, or 0.8%,0.9%, of our fiscal 2024 revenue and $0.1$0.2 million, or an immaterial percent, of our fiscal 2024 net loss.

In February 2025, we acquired a 49% equity interest in Barna Holdings LLC (“Barna”).Barna. Under the organizational documents of Barna 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 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.

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 and incidents. 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 and incidents, 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 operations.operation.

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 Coloradovarious Artificiallaws Intelligencein Actthe U.S. regulate aspects of 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 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. TheseCertain risksAI alsotechnologies, areincluding heightenedtechnologies whenthat servicefacilitate providersthe workidentification remotely.and exploitation of security vulnerabilities, may increase the susceptibility of our IT Systems to security breaches and incidents and may cause security breaches and incidents affecting our IT Systems to be more impactful.

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 UnitesUnited 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.

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 platform offerings contain third-party open-source software components, and failure to comply with the terms of the underlying open sourceopen-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 sourceopen-source large language models as the base for our fine-tuned models. Use and distribution of open sourceopen-source software may entail greater risks than use of third-party commercial software, as open sourceopen-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 sourceopen-source software in a certain manner, we could, under certain open sourceopen-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 sourceopen-source software to be separately categorized and reviewed as part of 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 sourceopen-source software. The terms of many open sourceopen-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 sourceopen-source software into their offerings alleging that the use of such open sourceopen-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 sourceopen-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.

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; Indiana, Kentucky and Rhode Island have enacted privacy laws that have becomebecame effective in 2026; and Alabama and Oklahoma have enacted privacy laws that become effective in 2027.2027; and Vermont has enacted a privacy law and becomes effective in 2028. 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.

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, 2025 and 2024, and these material weaknesses continued to exist as of AprilJuly 30,31, 2026. 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.

As a result of becoming a public company, we arewill 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, 2025 and 2024, we identified material weaknesses in our internal control over financial reporting that could adversely affect our ability to accurately and timely report our financial results, and these material weaknesses continued to exist as of AprilJuly 30,31, 2026.

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) other third-party financial systems that are integrated withto these ERPs and areutilized used in ourfor financial reporting processespurposes and (3) internally developed systems.systems used for financial reporting purposes. 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.

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.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 trading price of our Class A common stock.

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. 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. For example, California has recently amended its tax laws to subject certain retail sales of digital prewritten software, cloud-based applications and software services to sales tax in California, effective January 1, 2027, which may increase the cost to our California-based customers of purchasing our products, and similarly may increase the costs to us of purchasing software products we use in our business. 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.

As of MaySeptember 29,10, 2026, the shares beneficially owned by Mr. Beck represented a majority 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 or control 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 trading price of our Class A common stock. In addition, this 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.

GivenWe believe the scalescale, growth, and importance of this fragmentedecosystem ecosystem, we believe there iscreate a significant opportunity to build the core technology infrastructure that enables CFLs and NCPs to operate more effectively, reach more people, increase their impact and facilitate more efficient exchange across the ecosystem. Our strategy is toWe address this opportunity through two core and reinforcing platform capabilities: Powering Tech and Powering Reach. Our Powering Tech solutions help our customers modernize their technology systems, data and workflows through a trusted, AI-enabled technology platform. Our Powering Reach solutions help our customers expand awareness, deepen engagement and increase donor support through differentiated media, marketing, fundraising and data capabilities.

Underpinning our Powering Reach and Powering Tech solutions is ourOur growing leadership in Applied AI forincreasingly thestrengthens faithboth andof flourishingthese ecosystem,capabilities. which weWe define Applied AI as AI applied to the operations, workflows and mission-critical activities of churches, ministries and nonprofits in ways that protect theological integrity, strengthen relational ministry and advance human flourishing. We are leveraging innovationsadvances in agentic AI and foundational models and services, combining them withintegrating AI advancementscapabilities across our platform.platform to improve how our customers operate, engage their constituents and advance their missions.

We generatemonetize thethese followingcapabilities through four types of revenue, the first three of which we account for as platform revenue: (1) subscriptions, (2) marketplace, (3) advertising and (4) platform solutions.solutions, Wethe generatefirst revenue from NCPs through sales of enterprise subscriptions to outsourced technology, AI capabilities and advertising (allthree of which we account for as platform revenue),revenue. asNCPs wellpurchase asenterprise subscriptions to outsourced technology and capabilities, advertising services, and platform solutions. We generate platform revenuesolutions from Gloo. CFLs through sales ofpurchase subscriptions to communication tools, content libraries, data insights and AI capabilities, asand well astransact through transactionse-commerce onmarketplaces operated by us and our and Gloo Capital Partners’ e-commerce marketplaces,Partners, including Outreach, Inc., our largest online marketplace. Through these revenue streams, we generate revenue both from the technology and services organizations use to operate and from the capabilities they use to reach, engage and serve their communities.

In connection with our acquisitions of Visitor Reach and 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.periods, and in August 2026 the Midwestern repurchase rights were eliminated following the Midwestern II Acquisition. If any suchremaining 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 April 30, 2026, were exercisable as of such date and were exercised on such date, we would be required to deconsolidate $4.6 million, or 11.0%, of revenue and $1.9 million, or 11.3%, of our net loss for the three months ended April 30, 2026. If all repurchase rights outstanding as of April 30, 2025 were exercisable as of such date and were exercised on such date, we would be required to deconsolidate $0.7 million, or 5.6%, revenue and $0.3 million, or 1.3%, of our net loss for the three months ended April 30, 2025.

Cost of revenue is reported exclusive of depreciation and amortization. Cost of revenue related to subscription offerings 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 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 related to advertising consists primarily of salaries and wages related to employees that support our advertising customers as well as costs related to advertisingdigital insertionplatforms, technologyprint tools.production, and logistics. Cost of revenue related to platform solutions primarily consists of salaries and wages for our professional services teams as well as costs associated with supporting fundraising events such as hotel costs and speaker fees.

Other expense (income), net primarily consists of interest income earned on our cash and cash equivalents. For the threesix months ended AprilJuly 30,31, 2026, this also included a partial refund of a one-time employee tax credit and a one time non-operating expense.

Loss (Gain) Loss from Change in Fair Value of Financial Instruments Loss(Gain) (gain)loss from change in fair value of financial instruments primarily relates to mark-to-market changes on warrant and derivative instruments and the MW Call Option. For the three and six months ended AprilJuly 30,31, 2025, this also included change in fair value of exchangeable shares.

Comparison of the Three and Six Months Ended AprilJuly 30,31, 2026 and 2025

Total revenue increased by $29.2$30.4 million, or 237.6%,188.0%, and increased by $59.6 million, or 209.4%, for the three and six months ended AprilJuly 30,31, 2026, respectively, compared to the corresponding periodperiods in 2025. ThisThe increase for the three month period was driven by an increase in platform revenue of $15.6$14.9 million and an increase in platform solutions revenue of $13.6$15.5 million. The increase for the six month period was driven by an increase in platform revenue of $30.5 million and an increase in platform solutions revenue of $29.1 million.

Platform revenue increased by $15.6$14.9 million and $30.5 million, during the three and six months ended July 31, 2026, respectively, primarily due to an increase in advertising revenue of $9.9$7.3 million and $17.2 million and an increase in subscription revenue of $5.5$7.7 million duringand the$13.2 three months ended April 30, 2026,million, compared to the corresponding periodperiods in 2025. The increase in advertising revenue is primarily attributable to the acquisition of Masterworks, Incorporated (“Masterworks”), a leading marketing and fundraising firm. The increase in subscription revenue was primarily driven by the continued expansion of our Gloo 360 product offering, which enables customers to improve efficiency, strengthen system integration and accelerate digital transformation initiatives. Gloo 360 was launched during the third quarter of our fiscal year ended January 31, 2026 and, as a result, did not contribute to platform revenue during the three and six months ended AprilJuly 30,31, 2025. Additionally, subscriptionSubscription revenue also increased due to the acquisition of Igniter,Igniter Group, which sells subscriptions to digital content, as well as price increases to Gloo workspace.Workspace.

Platform solutions revenue increased by $13.6$15.5 million primarilyand $29.1 million, during the three and six months ended July 31, 2026, respectively, due to the acquisitions of GlooWestfall CapitalGroup Partnersand EMD, compared to the corresponding periods in 2025. Westfall Gold, MidwesternGroup and Masterworks, each of which contributed to our results for three months ended April 30, 2026. These Gloo Capital PartnersEMD were acquired subsequent to the corresponding periodperiods in 2025, and therefore did not contribute to the prior period’s results. Revenue attributable to Westfall GoldGroup primarily relates to hosting donor engagement events,events and EMD contributed Workday advisory and consulting services revenue. Masterworks and Midwestern were acquired during the period in 2025, but did not contribute to a full quarter as compared to the corresponding periods in 2026. Masterworks contributed talent and influencer-related marketing services revenue, and Midwestern contributed outsourced engineering and development services revenue.

Cost of revenue (exclusive of depreciation and amortization) increased by $19.2$17.7 million, or 216.7%,146.4%, and $36.9 million, or 176.1%, for the three and six months ended AprilJuly 30,31, 2026, respectively, compared to the corresponding periodperiods in 2025. The increase was primarily driven by higher salaries and wages of $7.6$7.5 million and $15.0 million related to strategic acquisitions and incremental headcount supporting the launch and continued expansion of Gloo 360.360 for the three and six months ended July 31, 2026, respectively. Additionally, cost of revenue increased $5.8$5.4 million and $10.2 million, respectively, due to advertising-related costs associated with the acquisition of Masterworks, $3.2an additional $1.5 million and $4.0 million, respectively, related to costs incurred at Westfall Gold associated with hosting donor engagement events at Westfall Group, and $1.8an increase of $0.4 million and $2.2 million, respectively, related to engineering costs associated with the Midwestern acquisition.acquisition for the three and six months ended July 31, 2026.

Sales and marketing costs increased by $2.3$2.4 million, or 31.4%,27.7%, and $4.7 million, or 29.5%, for the three and six months ended AprilJuly 30,31, 2026, respectively, compared to the corresponding periodperiods in 2025. The increase for the three month period was primarily attributable to a $1.9 million increase of severance and other exit fees due to restructuring. The increase for the six month period was primarily driven by $3.1$2.1 million of higher compensation-related costs,costs includingand $2.5$1.9 million fromof continued investment in our internal marketingseverance and enterpriseother salesexit teamsfees due to support a larger portfolio of products and enterprise contracts, and $0.6 million from the acquisitions of XRI, Westfall Gold, Midwestern and Igniter.restructuring. The increase was partially offset by lower external agency fees.

Depreciation and amortization expense increased by $0.9$1.0 million, or 35.6%,37.2%, and $1.9 million, or 36.4%, for the three and six months ended AprilJuly 30,31, 2026, respectively, compared to the corresponding periodperiods in 2025. The increaseincreases waswere primarily attributabledue to anfull additional $0.6 millionquarters of operations from strategic acquisitions during 2026 versus partial period ownership in 2025, as well as an increase in depreciation and amortization expenseof relatedfixed assets and capitalized software at Gloo due to intangiblenormal assetscourse acquiredof through Gloo Capital Partner acquisitions completed subsequent to April 30, 2025.business.

Interest expense decreased by $1.8$2.4 million, or 64.5%,74.6%, and $4.2 million, or 70.0%, for the three and six months ended AprilJuly 30,31, 2026, respectively, compared to the corresponding periodperiods in 2025. The decreasedecreases waswere primarily due to lower outstanding debt balances following the conversion and settlement of the Senior Secured Convertible Notes in connection with our initial public offering. The Senior Secured Convertible Notes were outstanding through November 19, 2025 and were settled through the issuance of Class B common stock on November 20, 2025.

Other income, netnet, increased by $0.7$0.2 million, or 154.4%,334.6%, and $0.8 million, or 174.2%, for the three and six months ended AprilJuly 30,31, 2026, respectively, compared to the corresponding periodperiods in 2025. The increase was related to a one-time employee tax credit of $1.2 million received during the threesix months ended AprilJuly 30,31, 2026.

The change in fair value of financial instruments resulted in a loss of $0.5 million and a gain of $0.8$0.2 millionmillion, respectively, during the three and six months ended AprilJuly 30,31, 2026, compared to a loss of $3.2$8.2 million and $11.4 million during the corresponding periodperiods in 2025.2025, respectively. The gain in the currentsix periodmonths ended July 31, 2026 was driven by the remeasurement of our MW Call Option, which reduced the liability by $0.8 million. The loss in the prior-yearthree periodand six months ended July 31, 2025 was primarily driven by the remeasurement of our MW Call Option, which increased the liability by $2.9 million.Option.

During the three and six months ended AprilJuly 30,31, 2026, we recognized income tax benefit of $0.8$0.5 million and $1.3 million, respectively, as compared to ana expensebenefit of $33$0.3 thousandmillion and $0.3 million, for the three and six months ended AprilJuly 30,31, 2025.2025, respectively. The change primarily related to our Corporate Reorganization. Prior to November 19, 2025, Gloo was treated as a partnership for U.S. Federal and certain state and local income tax purposes and, as such was generally not subject to entity-level income taxes. Following the Corporate Reorganization, we became subject to U.S. Federal and state and local income taxes.

We define Adjusted EBITDA as net loss adjusted to exclude (1) interest expense, (2) income tax (benefit) expense, (3) depreciation and amortization, (4) equity-based compensation, (5) (gain) loss from change in fair value of financial instruments, (6) Financing and restructuring costs, (7) loss from equity method investments, net, (8) interest income, (9) IPOoffering related costs, (10) loss on extinguishment of debt, (11) one-time employee tax credit, and (1112) opening balance sheet adjustment subsequent to the measurement period, and (13) other non-cash or non-routine items that are not reflective of our core operating results. TheTashe following table presents a reconciliation of net loss attributable to common stockholders and members, the most directly comparable financial measure calculated in accordance with U.S. GAAP, to Adjusted EBITDA.

Since inception, our primary sources of liquidity have been net proceeds from the issuance of preferred and common equity and long-term debt financings from a broad-based group of investors, including significant funding from our co-founder, president, and chief executive officer, Mr. Beck, and his affiliates, and revenue generated from operations. Our principal uses of cash have included business acquisitions, investments in equity method investees, and funding operating losses.

As of AprilJuly 30,31, 2026, we held cash and cash equivalents of $33.0$39.3 million and had an accumulated deficit of $56.9$78.3 million.

Our primary funding requirements are for our ongoing business operations, outstanding debt obligations, business acquisitions, and strategic investments. The principal amount of our outstanding consolidated debt aggregated to $34.9$38.3 million, of which $17.8$5.1 million is classified as current in our condensed consolidated balance sheet. As of AprilJuly 30,31, 2026, we had $13.1$13.2 million principal outstanding under our Senior Secured Promissory Notes. We do not have any available borrowing capacity on existing debt instruments.

The condensed 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. Refer to Note 1, Nature of Business - Going Concern for additional information.

Net cash used in operating activities was $17.1$28.0 million for the threesix months ended AprilJuly 30,31, 2026, compared to $21.2$44.2 million for the corresponding period in 2025. The decrease in cash used in operating activities of $4.1$16.3 million was primarily attributable to a decrease in net loss of $9.9$32.8 million, which was offset by a net decrease in non-cash charges of $1.3$14.7 million for the threesix months ended AprilJuly 30,31, 2026, compared to the corresponding period in 2025, and by changes in working capital.

Net cash used in investing activities was $5.5$10.4 million for the threesix months ended AprilJuly 30,31, 2026, compared to $6.3$10.7 million for the corresponding period in 2025. The $0.8$0.3 million decrease in cash used was primarily driven by lowera acquisition-related$0.9 payments of $1.9 million, partially offset by anmillion increase in purchases of property and equipment and $0.7 million increase in contingent consideration payments, partially offset by $0.7 million of lower acquisition-related payments, and $0.6 million.million of lower capitalized internal-use software costs.

Net cash usedprovided inby financing activities was $1.8$20.3 million for the threesix months ended AprilJuly 30,31, 2026, compared to net cash provided by financing activities of $20.3$64.2 million for the corresponding period in 2025. The $22.1$$43.9 million decrease in net cash was primarily driven by $1.8$$2.7 million from payments on debt during the threesix months ended AprilJuly 30,31, 2026, compared to $20.0$57.0 million of net proceeds from debt for the threesix months ended AprilJuly 30,31, 2025.2025 that did not recur in the corresponding 2026 period, partially offset by $23.7 million of proceeds from our follow-on offering of Class A common stock during the six months ended July 31, 2026.

There have been no significant changes in our critical accounting policies and estimates during the threesix months ended AprilJuly 30,31, 2026 as compared to those disclosed in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Annual Report on Form 10-K for the fiscal year ended January 31, 2026.