Gloo Holdings, Inc S-1, filed Jun 22, 2026

Gloo Holdings, Inc S-1, filed Jun 22, 2026

PROSPECTUS SUMMARY

RISK FACTORS

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

USE OF PROCEEDS

DIVIDEND POLICY

DILUTION

UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION

DESCRIPTION OF CAPITAL STOCK

SHARES ELIGIBLE FOR FUTURE SALE

MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR NON‑U.S. HOLDERS OF OUR CLASS A COMMON STOCK

UNDERWRITING

LEGAL MATTERS

EXPERTS

WHERE YOU CAN FIND ADDITIONAL INFORMATION

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

Gloo Holdings, Inc. (GLOO)

S-1 2026-06-22

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Added on October 24, 2026

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Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒


	No Exercise of Over-Allotment Option		Full Exercise of Over-Allotment Option
	Per Share	Total	Per Share	Total
Public offering price	$	$	$	$
Underwriting discounts and commissions(1)
Proceeds, before expenses, to Gloo Holdings, Inc.	$	$	$	$


PROSPECTUS SUMMARY	1
RISK FACTORS	18
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS	51
USE OF PROCEEDS	53
DIVIDEND POLICY	54
DILUTION	55
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION	57
PRINCIPAL STOCKHOLDERS	63
DESCRIPTION OF CAPITAL STOCK	66
SHARES ELIGIBLE FOR FUTURE SALE	71
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR NON‑U.S. HOLDERS OF OUR CLASS A COMMON STOCK	73
UNDERWRITING	77
LEGAL MATTERS	86
EXPERTS	86
WHERE YOU CAN FIND ADDITIONAL INFORMATION	86
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE	87


Class A common stock offered by us		shares.

Underwriters’ option to purchase additional shares from us		shares.

Class A common stock to be outstanding immediately after this offering		shares (or shares if the underwriters exercise their option to purchase additional shares in full).

Class B common stock to be outstanding immediately after this offering		shares.

Total Class A common stock and Class B common stock to be outstanding immediately after this offering		shares (or shares if the underwriters exercise their option to purchase additional shares in full).
Indications of Interest		In addition, Scott Beck and , who are members of our management and board of directors, have indicated their preliminary interest in purchasing up to $ and $ , respectively, in shares of our Class A common stock being offered in this offering at the public offering price. Because these indications of interest are not binding agreements or commitments to purchase, such persons could determine to purchase more, fewer or no shares in this offering, or we could determine to sell more, fewer or no securities to them. The underwriters will receive the same discount on any shares of Class A common stock purchased by such persons as they will on any other shares of Class A common stock sold to the public in this offering.
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 $ million (or approximately $ million if the underwriters exercise their option to purchase additional shares in full), which is based on the assumed public offering price of $ per share, which is the last reported sale price of our Class A common stock on Nasdaq on , 2026, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. 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 acquisitions or investments at this time for which we will use the proceeds from this offering. See the section titled “Use of Proceeds.”

Voting rights		Each share of our Class A common stock is entitled to one vote per share and each share of our Class B common stock is entitled to ten votes per share. Holders of our Class A common stock and Class B common stock generally vote together as a single class,


		unless otherwise required by law or our amended and restated certificate of incorporation. Immediately following the completion of this offering, Scott Beck, our co-founder, president and chief executive officer, will control % of the voting power of our outstanding capital stock, taking into account the Class B Conversion (as defined below). As a result, Mr. Beck is 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 our amended and restated 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.”

Risk factors		See the section titled “Risk Factors” of this prospectus, and the other information included in, or incorporated by reference into, this prospectus for a discussion of factors you should carefully consider before deciding to invest in our Class A common stock.

Nasdaq Global Select Market trading symbol		“GLOO”


	Year Ended January 31,						Three Months Ended April 30,
	2025			2026			2025			2026
	(in thousands)
Consolidated Statements of Operations Data:
Revenue:
Platform revenue	$	22,873		$	57,208		$	8,495		$	24,112
Platform solutions revenue		330			37,452			3,807			17,418
Other revenue		13			—			—			—
Total revenue		23,216			94,660			12,302			41,530
Operating expenses:
Cost of revenue (exclusive of depreciation and amortization)(1)		19,749			71,554			8,874			28,101
Product development(1)		13,551			23,744			5,712			3,895
Sales and marketing(1)		22,619			36,354			7,324			9,627
General and administrative(1)		15,098			60,016			9,942			15,220
Depreciation and amortization		7,714			11,163			2,527			3,427
Impairment of goodwill		27,753			—			—			—
Total operating expenses		106,484			202,831			34,379			60,270
Operating loss		(83,268	)		(108,171	)		(22,077	)		(18,740	)
Other expense (income):
Interest expense		4,738			14,347			2,752			977
Other income, net		(687	)		(2,367	)		(421	)		(1,071	)
Loss (gain) from change in fair value of financial instruments		(1,301	)		33,528			3,190			(750	)
Loss on extinguishment of debt		—			7,473			—			—
Total other expense (income), net		2,750			52,981			5,521			(844	)
Net loss before income taxes		(86,018	)		(161,152	)		(27,598	)		(17,896	)
Income tax (expense) benefit		796			(362	)		(33	)		845
Income (loss) from equity method investments, net		(580	)		2,782			673			—
Net loss		(85,802	)		(158,732	)		(26,958	)		(17,051	)
Less: net loss attributable to noncontrolling interests		(113	)		(1,604	)		(556	)		(227	)
Net loss attributable to common members/stockholders	$	(85,689	)	$	(157,128	)	$	(26,402	)	$	(16,824	)
Net loss per unit/share attributable to common members/stockholders, basic and diluted	$	(13.65	)	$	(8.03	)	$	(3.87	)	$	(0.21	)
Weighted average units/shares used in computing net loss per unit/share attributable to common members/stockholders		7,764,474			22,696,229			8,217,025			80,769,952


	As of April 30, 2026
	Actual			As Adjusted(1)(2)
	(in thousands)
Consolidated Balance Sheet Data:
Cash and cash equivalents	$	32,974		$	—
Working capital (3)		(3,406	)
Total assets		238,999
Total liabilities		94,627
Mezzanine equity		3,666
Common stock
Class A common stock		11
Class B common stock		70
Additional paid-in capital		182,372
Equity attributable to noncontrolling interests		18,615
Total stockholders’ equity		140,706


Assumed public offering price per share			$	—
Historical net tangible book value per share as of April 30, 2026	$	—
Increase in net tangible book value per share attributable to this offering
As adjusted net tangible book value per share after this offering			$	—
Dilution in as adjusted net tangible book value per share to investors in this offering


		Historical				Historical								Pro Forma
(in thousands, except for share and per share data)		Gloo Holdings, Inc.				Midwestern Interactive, LLC (Note 3)			Transaction Acquisition Adjustments					Gloo Holdings, Inc.
Revenue:
Platform revenue	$		57,208		$		—	$		—			$		57,208
Platform solutions revenue			37,452				5,755			(1,770	)	(a)			41,437
Total revenue			94,660				5,755			(1,770	)				98,645
Operating expenses:
Cost of revenue			71,554				3,741			—					75,295
Product development			23,744				—			—					23,744
Sales and marketing			36,354				129			—					36,483
General and administrative			60,016				597			(1,115	)	(a)			59,498
Depreciation and amortization			11,163				30			157		(b)			11,350
Total operating expenses			202,831				4,497			(958	)				206,370
Operating loss			(108,171	)			1,258			(812	)				(107,725	)
Other expense (income):
Interest expense			14,347				74			—					14,421
Other expense (income), net			(2,367	)			2			—					(2,365	)
Loss (gain) from change in fair value of financial instruments			33,528				—			—					33,528
Loss on extinguishment of debt			7,473				—			—					7,473
Total other expense (income), net			52,981				76			—					53,057
Net loss before income taxes			(161,152	)			1,182			(812	)				(160,782	)
Income tax (expense) benefit			(362	)			—			(1	)	(e)			(363	)
Income (loss) from equity method investments, net			2,782				—			281		(c)			3,063
Net loss			(158,732	)			1,182			(532	)				(158,082	)
Less: net loss attributable to noncontrolling interests			(1,604	)			—			130		(d)			(1,474	)
Net loss attributable to stockholders of Gloo Holdings, Inc.	$		(157,128	)	$		1,182	$		(662	)		$		(156,608	)

Net loss per available to common stockholders of Gloo Holdings, Inc. (Class A and Class B), basic and diluted	$		(182,222	)									$		(181,702	)
Net loss per share attributable to common stockholders of Gloo Holdings, Inc. (Class A and Class B), basic and diluted	$		(8.03	)									$		(8.01	)
Weighted-average common shares (Class A and Class B) of Gloo Holdings, Inc., basic and diluted			22,696,229												22,696,229


	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


	(in thousands)
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	)
Goodwill		28,917
Fair value of previously held equity interests in acquiree		(31,438	)
Consideration trasferred	$	(2,822	)


Gloo Holdings, Inc.'s Presentation	Midwestern Interactive, LLC's Presentation	Midwestern Interactive, LLC, as presented		Reclassification Adjustments			Notes	Midwestern Interactive, LLC, 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	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
Impairment of goodwill	N/A		—
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 income, net	Other expense (income), 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 loss	Net income		1,182		—				1,182
Less: net loss attributable to noncontrolling interests	N/A		—		—				—
Net loss attributable to stockholders of Gloo Holdings, Inc.	N/A	$	1,182	$				$	1,182


	Estimated Useful Life		Fair Value		Incremental Amortization Expense
					(in thousands)
Customer relationships	16 years	$		4,550	$	95
Trademarks	8 years	$		1,500		63
Incremental amortization expense					$	158


(in thousands, except for share and per share data)	For the Year Ended January 31, 2026
Numerator:
Pro forma net loss attributable to stockholders of Gloo Holdings, Inc.	$	(156,608	)
Less: Undeclared cumulative dividends on Series A Preferred Units		17,694
Less: Deemed dividend for conversion of Member Advance		7,400
Pro forma net loss per available to common stockholders of Gloo Holdings, Inc. (Class A and Class B), basic and diluted		(181,702	)
Denominator:
Weighted-average common shares (Class A and Class B) of Gloo Holdings, Inc., basic and diluted		22,696,229
Pro forma net loss per share attributable to common stockholders of Gloo Holdings, Inc. (Class A and Class B), basic and diluted	$	(8.01	)


Citizens Capital Markets	Roth Capital Partners


	Shares Beneficially Owned Prior to the Offering												Percent of Total			Shares Beneficially Owned After the Offering				Percent of Total
	Class A Common Stock						Class B Common Stock‡						Voting Power†			Class A Common Stock		Class B Common Stock‡		Voting Power†
Name of Beneficial Owner	Number			Percentage			Number			Percentage			Prior to the Offering			Number	Percentage	Number	Percentage	After the Offering
Greater than 5% Stockholders:
Pearl Street Trust(1)			446,386		3.4	%			29,029,209		42.1	%		41.4	%
Thrivent Financial for Lutherans(2)		−			*				4,786,477		6.9	%		6.8	%
The Stephen and Pamela Thorne 2020 Nevada Irrevocable Trust(3)		−			*				3,776,773		5.5	%		5.4	%
Grace and Mercy Foundation, Inc.(4)			2,500,000		19.1	%		−			*			*
Jesus Fund(5)			1,250,000		9.5	%			1,333,333		1.9	%		2.1	%
Dragonfly Trust(6)			808,478		6.2	%		−			*			*
Erik Olson(7)			1,275,641		9.7	%			1,072,084		1.6	%		1.7	%
Nine Group Holdings, LLC(8)			1,536,198		11.7	%		−			*			*

Named Executive Officers and Directors:
Scott Beck(9)			446,386		3.4	%			32,641,428		47.3	%		46.5	%
Patrick Gelsinger(10)			161,653		1.2	%			1,299,264		1.9	%		1.9	%
Paul Seamon		−			*			−			*			*
Bishop Claude Alexander, Jr.(11)		−			*				5,555		*			*
John Furst(12)			250,000		1.9	%			1,907,854		2.8	%		2.7	%
Derek Green(13)			250,000		1.9	%			61,110		*			*
Elizabeth Grennan(14)		−			*				5,555		*			*
Robert Gruenewald(15)			43,410		*				74,987		*			*
Nona Jones(16)			3,000		*				6,888		*			*
All directors and executive officers as a group (10 persons)			1,234,699		9.3	%			36,040,948		51.7	%		44.9	%


Underwriter		Number of Shares
Citizens JMP Securities, LLC
Roth Capital Partners, LLC
Total


	Per Share		Total
	Without Over- allotment	With Over- allotment	Without Over- allotment	With Over- allotment
Public offering price
Underwriting discounts and commissions paid by us


	Amount Paid or to be Paid
SEC registration fee	$		4,143
FINRA filing fee			5,025
Printing expenses		*
Accounting fees and expenses		*
Legal fees and expenses		*
Miscellaneous expenses		*
Total	$	*


Exhibit Number	Exhibit Description	Incorporated by Reference			Filed/Furnished Herewith
		Form	File Number	Filing Date
1.1*	Form of Underwriting Agreement
3.1	Amended and Restated Certificate of Incorporation of Gloo Holdings, Inc.	10-Q	001-42964	12/23/2025
3.2	Amended and Restated Bylaws of Gloo Holdings, Inc.	10-Q	001-42964	12/23/2025
4.1	Form of Amended and Restated Unit Warrant	S-1/A	333-290930	10/30/2025
5.1*	Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation
10.1	Form of Director and Executive Officer Indemnification Agreement	S-1	333-290930	10/17/2025
10.2+	2025 Equity Incentive Plan and related form agreements	S-1/A	333-290930	10/30/2025
10.3+	2025 Employee Stock Purchase Plan and related form agreements	S-1/A	333-290930	10/30/2025
10.4+	Gloo Holdings, LLC Membership Unit Option Plan and related form agreements	S-1	333-290930	10/17/2025
10.5+	Executive Incentive Compensation Plan	S-1	333-290930	10/17/2025
10.6+	Outside Director Compensation Policy	S-1/A	333-290930	10/30/2025
10.7+	Confirmatory Employment Letter by and between the registrant and Scott Beck	S-1/A	333-290930	10/30/2025
10.8+	Confirmatory Employment Letter by and between the registrant and Patrick Gelsinger	S-1/A	333-290930	10/30/2025
10.9+	Confirmatory Employment Letter by and between the registrant and Paul Seamon	S-1/A	333-290930	10/30/2025
10.10+	Confirmatory Employment Letter by and between the registrant and Matthew Gotschall	S-1/A	333-290930	10/30/2025
10.11+	Executive Change in Control and Severance Plan	S-1	333-290930	10/17/2025
10.12	Securities Purchase Agreement among Gloo Holdings, LLC, Flourish Holdings, Inc., Midwestern Interactive, LLC and Matthew S. Johnson, dated as of January 3, 2025	S-1	333-290930	10/17/2025
10.13	Note Purchase Agreement among Gloo Holdings, LLC, and certain parties thereto, dated as of April 23, 2024, as amended January 3, 2025	S-1	333-290930	10/17/2025
10.14	Amended and Restated Note Purchase Agreement among Gloo Holdings, LLC, and certain parties thereto, dated as of June 23, 2025	S-1	333-290930	10/17/2025
10.15	First Amendment to Amended and Restated Note Purchase Agreement among Gloo Holdings, LLC and certain parties thereto, dated as of September 5, 2025	S-1	333-290930	10/17/2025
10.16	Omnibus Amendment to Amended and Restated Note Purchase Agreement and Secured Promissory Notes, dated as of October 23, 2025	S-1/A	333-290930	10/30/2025
10.17	Form of Amended and Restated Secured Promissory Note	S-1/A	333-290930	10/30/2025


GLOO HOLDINGS, INC.

By:		/s/ Scott Beck
		Scott Beck
		President and Chief Executive Officer


Signature	Title	Date
/s/ Scott Beck	President, Chief Executive Officer and Director	June 22, 2026
Scott Beck	(Principal Executive Officer)
/s/ Paul Seamon	Chief Financial Officer	June 22, 2026
Paul Seamon	(Principal Financial Officer)
/s/ Matthew Gotschall	Chief Accounting Officer	June 22, 2026
Matthew Gotschall	(Principal Accounting Officer)
/s/ Patrick Gelsinger	Chairman of the Board; Head of Technology	June 22, 2026
Patrick Gelsinger
/s/ Bishop Claude Alexander Jr.	Director	June 22, 2026
Bishop Claude Alexander Jr.
/s/ John Furst	Director	June 22, 2026
John Furst
/s/ Derek Green	Director	June 22, 2026
Derek Green
/s/ Elizabeth Grennan	Director	June 22, 2026
Elizabeth Grennan
/s/ Robert Gruenewald	Director	June 22, 2026
Robert Gruenewald
/s/ Nona Jones	Director	June 22, 2026
Nona Jones

Estimated
Useful Life

Fair Value

(in thousands)

Customer relationships

Trademarks