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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 15, 2025

 

 

GLOO HOLDINGS, INC.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware

001-42964

39-2250711

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

831 Pearl Street

 

Boulder, Colorado

 

80302

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (303) 381-2645

 

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class

 

Trading
Symbol(s)

 


Name of each exchange on which registered

Class A common stock, par value $0.001 per share

 

GLOO

 

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 


Item 2.02 Results of Operations and Financial Condition.

On December 17, 2025, Gloo Holdings, Inc. (the “Company”) issued a press release reporting its financial results for the three and nine months ended October 31, 2025. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated by reference herein.

The information in Item 2.02 of this Current Report on Form 8-K, including the accompanying Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of Section 18. The information in Item 2.02 of this Current Report, including the accompanying Exhibit 99.1, shall not be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, regardless of any general incorporation language contained in such filing.


Item 3.02 Unregistered Sales of Equity Securities

On December 15, 2025 (the “Effective Date”), the Company, entered into an agreement and plan of merger (the “Westfall Agreement”) with Westfall Group, Inc. (“Westfall”) pursuant to which Westfall has agreed to merge with and into a subsidiary of the Company and become a wholly-owned subsidiary of the Company (the “Westfall Transaction”). The Westfall Transaction is expected to close in the fourth quarter of the Company’s 2025 fiscal year, subject to the satisfaction or waiver of customary closing conditions. Pursuant to the Westfall Agreement, the Company has agreed to issue shares of the Company’s Class A common stock at the closing of the Westfall Transaction as part of the overall consideration, at a value per share equal to the volume-weighted average price (“VWAP”) of the Company’s Class A Common Stock for the 30-day period commencing 15 days prior to the Effective Date. Based on an assumed VWAP of $8.00, the Company would issue approximately one million shares at the closing. The Company will file an amendment to this Current Report on Form 8-K to report the final number of shares issued at the closing.

Pursuant to the Westfall Agreement, the Company may also issue additional shares of its Class A common stock in fiscal year 2027 under an earnout provision in the Westfall Agreement (the “Earnout Shares”) at a maximum aggregate value of $1.0 million. The exact number of Earnout Shares issued, if any, will depend on whether the earnout target is achieved and the trading price of the Company’s Class A common stock. The Company will file another amendment to this Current Report on Form 8-K to report the final number of Earnout Shares issued, if any.

The Company intends to issue the shares of Class A common stock in the Westfall Transaction in reliance upon the exemptions from registration afforded by Section 4(a)(2) and Rule 506 promulgated under the Securities Act of 1933, as amended.

Forward Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts contained in this Current Report on Form 8-K may be forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “targets,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other similar expressions. Forward-looking statements contained in this Current Report on Form 8-K include, but are not limited to, statements about the Company’s pending acquisition of Westfall and the number of shares to be issued in the Westfall Transaction. Forward-looking statements are subject to known and unknown risks, uncertainties, assumptions and other factors. Some of these risks are described in greater detail in the Company’s Prospectus dated November 18, 2025, filed with the Securities and Exchange Commission (the “SEC”) on November 19, 2025, and in the other documents the Company files with the SEC from time to time, including its Quarterly Report on Form 10-Q for the quarter ended October 31, 2025, which the Company expects to file with the SEC on or around the date of this Current Report on Form 8-K. It is not possible for the Company’s management to predict all risks, nor can it assess the impact of all factors on the Company’s business or the extent to which any factor, or combination of factors, may cause the Company’s actual results to differ materially from those contained in any forward-looking statements the Company may make. These factors may cause the Company’s actual results, performance or achievements to differ materially and adversely from those anticipated or implied by the Company’s forward-looking statements. Furthermore, if the Company’s forward-looking statements prove to be inaccurate, the inaccuracy may be material. In light of the significant uncertainties in these forward-looking statements, you should not rely on these statements or regard these statements as a representation or warranty by the Company or any other person that the Company will achieve its objectives and plans in any specified timeframe, or at all. The Company undertakes no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit

Number

Description

99.1

Press Release dated December 17, 2025

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Filed herewith.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

 

GLOO HOLDINGS, INC

 

 

 

 

Date:

December 17, 2025

By:

/s/ Paul Seamon

 

 

 

Paul Seamon
Chief Financial Officer

 

 


EX-99.1 2 gloo-ex99_1.htm EX-99.1 EX-99.1

Exhibit 99.1

 

Gloo Holdings, Inc. Reports Third Fiscal Quarter 2025 Financial Results

BOULDER, Colorado – December 17, 2025 – Gloo Holdings, Inc. (Nasdaq: GLOO), a leading technology platform for the faith and flourishing ecosystem, today reported financial results for its third quarter ended October 31, 2025.

“Q3 marks a solid start as a public company. We delivered very strong revenue growth and continued progress toward profitability, while strategically expanding our platform through the acquisitions of XRI Global and Igniter,” said Scott Beck, CEO of Gloo. “We believe these additions, along with today’s announcement that we are acquiring Westfall Gold, will deepen our donor engagement services and significantly advance the AI capabilities we are providing to customers. We remain focused on disciplined execution as we serve those who serve and build the trusted infrastructure for the faith and flourishing ecosystem.”

Third Quarter 2025 Financial Highlights and Recent Events

Total revenue of $32.6 million, up 432% year over year, and increase of $26.4 million from the prior year period and beating consensus of $24.0 million.
Platform revenue totaled $19.8 million, up 226% year over year, an increase of $13.7 million compared to the third quarter of 2024.
Platform Solutions revenue of $12.7 million, up $12.7 million from the third quarter of 2024.
$143.1 million of debt successfully converted at the time of the IPO in Q4.
Net loss of $39.0 million, compared to $13.6 million in the prior year period. In conjunction with the convertible debt issued, there are meaningful non-cash charges in Q3 that do not continue after the IPO. Adjusting for these and other non-routine charges, non-GAAP net loss attributable to members of Gloo Holdings was $26.7 million.
Adjusted EBITDA of negative $19.2 million, beating consensus estimates of negative $23.0 million, and compared to negative $10.2 million in the prior year period.

“We're pleased with our Q3 financial performance, including significant revenue growth. We believe our acquisition strategy is proving effective, as these acquisitions will be accretive and strengthen our position in high-value areas of the ecosystem,” said Paul Seamon, CFO of Gloo. “We expect to end 2025 on a positive note and next year we expect strong year-over-year revenue growth and are committed to achieving adjusted EBITDA profitability in Q4 of fiscal year 2026, coupled with disciplined capital allocation as we scale the Gloo platform and deliver value to stockholders.”

Business Highlights

Strategic Acquisitions - Gloo recently announced three acquisitions that will further increase the value and reach of the Gloo platform. All three acquisitions are expected to be accretive.
Westfall Gold - entered into a definitive agreement to acquire a leading platform for major donor engagement in the faith and flourishing ecosystem, expanding Gloo’s capabilities in donor development and strengthening synergies with Masterworks, acquired earlier this year.
XRI Global - completed the acquisition of an AI innovator specializing in advanced voice and multilingual technologies, expanding the revenue opportunity for Gloo AI and Gloo360.
Igniter - completed the acquisition of a media innovator serving churches for over two decades. This acquisition combines Gloo’s digital infrastructure and AI with Igniter’s extensive, high-quality media library, enabling churches of all sizes to communicate the Gospel with greater clarity and ease.
Key Customers
So far in 2025 Gloo has secured over 20 customers that will each contribute over $1 million in annual contract value, and we expect this pace to accelerate in 2026.
Signed a multi-year, enterprise-level engagement with American Bible Society, leveraging both Gloo360 and Masterworks to modernize American Bible Society’s technology infrastructure and mass fundraising operations.
Announced strategic initiative, with YouVersion as a key partner, to develop the world’s first biblically aligned AI.
Other key customers this quarter include Biblica, United Way of Greater Atlanta and Project Rescue.
Advancing AI
Launched the Flourishing AI Christian (FAI-C) Benchmark, part of a broader benchmarking framework supporting values-aligned AI adoption across the ecosystem.

Hosted the Gloo AI Hackathon, bringing together more than 700 developers to build Kingdom-aligned AI solutions.

 

Fiscal Year 2025 Outlook

 

Gloo expects revenue for the fourth quarter of its fiscal year 2025 to be between $28 million and $30 million, which represents a more than tripling of revenue growth year over year, and aligns with normal seasonality in this ecosystem. Adjusted EBITDA is expected to be between negative $19.5 million and negative $18.5 million. Looking forward to fiscal year 2026, Gloo expects revenue to more than double to greater than $180 million, inclusive of acquisitions.

 

Gloo has not provided a reconciliation of its forward outlook for Adjusted EBITDA to its most directly comparable GAAP financial measure in reliance on the unreasonable efforts exception provided under Item 10(e)(1)(i)(B) of Regulation S-K. Gloo is unable to predict with reasonable certainty the amount and timing of adjustments that are used to calculate this non-GAAP financial measure, particularly related to interest expense and changes in fair value of certain financial instruments, as well as equity-based compensation and employee stock transactions and related tax effects.

Conference Call Information

Gloo will conduct a conference call with analysts and investors to discuss its third quarter fiscal 2025 financial results and current financial prospects today at 5 p.m. ET. Participants may access the conference call via webcast using this link: Gloo Webcast Link The webcast will be recorded and available for replay. The link and recording will also be available on the Investor Relations section of Gloo's website at investors.gloo.com.

About Gloo Holdings, Inc.

Gloo is a leading technology platform for the faith and flourishing ecosystem, providing values-aligned AI, resources, insights and funding so people and communities flourish and organizations thrive. Gloo serves over 140,000 faith, ministry and nonprofit leaders and is based in Boulder, Colorado.

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. All statements other than statements of historical or current fact included in this press release are forward-looking statements, including but not limited to statements regarding our growth prospects, market share gains and business initiatives, and our outlook for the fourth quarter and fiscal year of 2025. Forward-looking statements include statements containing words such as “expect,” “anticipate,” “believe,” “project,” “will” and similar expressions intended to identify forward-looking statements. These forward-looking statements are based on our current expectations. Forward-looking statements are subject to known and unknown risks, uncertainties, assumptions and other factors. Some of these risks are described in greater detail in our Prospectus dated November 18, 2025, filed with the Securities and Exchange Commission (the “SEC”) on November 19, 2025, and in the other documents we file with the SEC from time to time, including our Quarterly Report on Form 10-Q for the quarter ended October 31, 2025, which we expect to file with the SEC on or around the date of this press release. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause our actual results to differ materially from those contained in any forward-looking statements we may make. These factors may cause our actual results, performance or achievements to differ materially and adversely from those anticipated or implied by our forward-looking statements. Furthermore, if our forward-looking statements prove to be inaccurate, the inaccuracy may be material. In light of the significant uncertainties in these forward-looking statements, you should not rely on these statements or regard these statements as a representation or warranty by us or any other person that we will achieve our objectives and plans in any specified timeframe, or at all. We undertake no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Non-GAAP Financial Measures

To supplement its condensed consolidated financial statements, which are prepared and presented in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), Gloo has provided in this press release and the accompanying tables the following non-GAAP financial measures: Adjusted EBITDA, non-GAAP net loss attributable to members of Gloo Holdings, LLC, and non-GAAP net loss per unit available to members of Gloo Holdings, LLC, basic and diluted.

Gloo uses Adjusted EBITDA to evaluate its core operating performance, support planning and forecasting, and assess strategic opportunities. In addition, Gloo may use Adjusted EBITDA in its incentive compensation programs applicable to some of its employees. Accordingly, Gloo believes that Adjusted EBITDA may provide useful information to investors about its business and financial performance, enhance its overall understanding of our past performance and future prospects, and allow for greater transparency with respect to this measure used by Gloo management in their financial and operational decision making.

Adjusted EBITDA is defined as net loss 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 Gloo's core operating results.


Gloo also presents non-GAAP net loss attributable to members of Gloo Holdings, LLC, and non-GAAP net loss per unit available to members of Gloo Holdings, LLC, basic and diluted, because it believes that these measures may similarly provide useful information to investors about its business and financial performance, enhance its overall understanding of our past performance and future prospects, and allow for greater transparency with respect to this measure used by Gloo management in their financial and operational decision making. Management also believes that these measures are commonly used by securities analysts, investors and other interested parties in the evaluation of the Company's performance.

Non-GAAP net loss attributable to members of Gloo Holdings, LLC and non-GAAP net loss per unit available to members of Gloo Holdings, LLC, basic and diluted, are defined as net loss attributable to members of Gloo Holdings, LLC and net loss per unit available to members of Gloo Holdings, LLC, basic and diluted, respectively, adjusted to exclude the impact of (1) loss (gain) from change in fair value of financial instruments, (2) loss on extinguishment of debt, (3) other non-routine items, such as IPO related costs, and (4) the income tax expense (benefit) impact of other adjustments, if any. Non-GAAP net loss per unit available to members of Gloo Holdings, LLC, basic and diluted, includes adjustments made to (U.S. GAAP) net loss attributable to members of Gloo Holdings, LLC. The Company has made these non-GAAP adjustments because it believes that these charges are not reflective of its core operating results.

The non-GAAP financial measures included in this press release are not measurements of financial performance under U.S. GAAP and they should not be considered as alternatives to or substitutes for measures of performance derived in accordance with U.S. GAAP. In addition, these non-GAAP measures should not be construed as an inference that the Company’s future results will be unaffected by unusual or non-routine items. These non-GAAP measures have limitations as analytical tools, and investors should not consider such measures either in isolation or as substitutes for analyzing the Company’s results as reported under U.S. GAAP. The Company’s definitions and calculations of these non-GAAP measures are not necessarily comparable to other similarly titled measures used by other companies due to different methods of calculation. Investors are encouraged to review the most directly comparable GAAP measure and the Company's condensed consolidated financial statements and related notes included in Part I, Item 1 of the Quarterly Report on Form 10-Q for the quarter ended October 31, 2025, which Gloo expects to file with the SEC on or around the date of this press release.

Investor Relations

investor@gloo.us


Gloo Holdings, LLC

Condensed Consolidated Balance Sheets

(unaudited) 

 

October 31,

 

 

January 31,

 

 

 

2025

 

 

2025

 

 

 

(in thousands, except unit data)

 

ASSETS

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$

15,134

 

 

$

13,592

 

Restricted cash

 

 

255

 

 

 

252

 

Accounts receivable, net of allowance for credit losses of $9 and $68, respectively

 

 

8,005

 

 

 

623

 

Inventory

 

 

1,303

 

 

 

1,460

 

Contract assets

 

 

5,004

 

 

 

 

Prepaid expenses and other current assets

 

 

9,336

 

 

 

2,388

 

Total current assets

 

 

39,037

 

 

 

18,315

 

Property and equipment, net

 

 

3,650

 

 

 

2,303

 

Capitalized software, net

 

 

28,768

 

 

 

23,578

 

ROU operating lease asset

 

 

8,041

 

 

 

3,835

 

Long-term investments

 

 

100

 

 

 

33,252

 

Other non-current assets

 

 

1,372

 

 

 

209

 

Intangible assets, net

 

 

31,971

 

 

 

11,431

 

Goodwill

 

 

93,761

 

 

 

27,901

 

Total assets

 

$

206,700

 

 

$

120,824

 

 

 

 

 

 

 

 

LIABILITIES, MEZZANINE EQUITY, AND MEMBERS’ DEFICIT

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

Accounts payable

 

$

9,289

 

 

$

3,613

 

Accrued compensation

 

 

6,852

 

 

 

4,538

 

Accrued liabilities

 

 

11,530

 

 

 

3,521

 

Acquisition-related liabilities, current

 

 

2,039

 

 

 

1,350

 

Deferred revenue

 

 

8,889

 

 

 

3,725

 

Debt, current (4)

 

 

7,231

 

 

 

3,177

 

Lease liabilities, current

 

 

1,582

 

 

 

685

 

Total current liabilities

 

 

47,412

 

 

 

20,609

 

Acquisition-related liabilities, non-current

 

 

723

 

 

 

100

 

Debt, non-current

 

 

162,653

 

 

 

66,959

 

Lease liabilities, non-current

 

 

6,728

 

 

 

3,095

 

Derivative liability

 

 

33,673

 

 

 

832

 

Deferred income taxes

 

 

2,839

 

 

 

1,911

 

Other non-current liabilities

 

 

10,801

 

 

 

13,426

 

Total liabilities

 

$

264,829

 

 

$

106,932

 

 

 

 

 

 

 

 

Mezzanine Equity:

 

 

 

 

 

 

Series A Preferred Units (no par value; 39,250,615 authorized as of October 31, 2025 and January 31, 2025; 38,523,781 and 37,532,207 units issued and outstanding as of October 31, 2025 and January 31, 2025, respectively; and aggregate liquidation preference of $461.9 million and $432.7 million as of October 31, 2025 and January 31, 2025, respectively)

 

 

364,411

 

 

 

351,887

 

Redeemable noncontrolling interests

 

 

3,233

 

 

 

 

Total mezzanine equity

 

 

367,644

 

 

 

351,887

 

 

 

 

 

 

 

 

Members’ Deficit:

 

 

 

 

 

 

Common member units (no par value; 13,217,025 units authorized as of October 31, 2025 and January 31, 2025, respectively; and 8,345,221 and 8,201,191 units issued and outstanding as of October 31, 2025 and January 31, 2025, respectively)

 

 

 

 

 

 

Additional paid-in capital

 

 

31,555

 

 

 

23,591

 

Accumulated deficit

 

 

(476,112

)

 

 

(368,312

)

Accumulated other comprehensive income

 

 

189

 

 

 

 

Deficit attributable to members of Gloo Holdings, LLC

 

 

(444,368

)

 

 

(344,721

)

Equity attributable to noncontrolling interests

 

 

18,594

 

 

 

6,726

 

Total members’ deficit

 

 

(425,774

)

 

 

(337,995

)

Total liabilities, mezzanine equity, and members’ deficit

 

$

206,700

 

 

$

120,824

 

      

 


Gloo Holdings, LLC

Condensed Consolidated Statements of Operations(unaudited) 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

October 31,

 

 

October 31,

 

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

 

 

(in thousands, except unit and per unit data)

 

Revenue:

 

 

 

 

 

 

 

 

 

 

 

 

Platform revenue

 

$

19,824

 

 

$

6,087

 

 

$

37,065

 

 

$

16,550

 

Platform solutions revenue

 

 

12,728

 

 

 

36

 

 

 

23,962

 

 

 

157

 

Other revenue

 

 

 

 

 

 

 

 

 

 

 

13

 

Total revenue

 

 

32,552

 

 

 

6,123

 

 

 

61,027

 

 

 

16,720

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Cost of revenue (exclusive of depreciation and amortization)

 

 

24,847

 

 

 

4,938

 

 

 

45,815

 

 

 

14,332

 

Product development

 

 

6,136

 

 

 

3,852

 

 

 

16,866

 

 

 

9,957

 

Sales and marketing

 

 

8,144

 

 

 

5,317

 

 

 

23,967

 

 

 

16,141

 

General and administrative

 

 

17,272

 

 

 

2,779

 

 

 

39,478

 

 

 

10,314

 

Depreciation and amortization

 

 

2,846

 

 

 

1,949

 

 

 

8,046

 

 

 

5,560

 

Total operating expenses

 

 

59,245

 

 

 

18,835

 

 

 

134,172

 

 

 

56,304

 

Operating loss

 

 

(26,693

)

 

 

(12,712

)

 

 

(73,145

)

 

 

(39,584

)

Other expense (income):

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

6,390

 

 

 

1,779

 

 

 

12,393

 

 

 

2,854

 

Other expense (income), net

 

 

(210

)

 

 

(343

)

 

 

(330

)

 

 

(537

)

Loss (gain) from change in fair value of financial instruments

 

 

9,067

 

 

 

(538

)

 

 

20,503

 

 

 

(758

)

Loss on extinguishment of debt

 

 

 

 

 

 

 

 

7,473

 

 

 

 

Total other expense, net

 

 

15,247

 

 

 

898

 

 

 

40,039

 

 

 

1,559

 

Loss before income taxes

 

 

(41,940

)

 

 

(13,610

)

 

 

(113,184

)

 

 

(41,143

)

Income tax benefit

 

 

25

 

 

 

148

 

 

 

318

 

 

 

560

 

Income (loss) from equity method investments, net

 

 

2,888

 

 

 

(164

)

 

 

2,782

 

 

 

(437

)

Net loss

 

 

(39,027

)

 

 

(13,626

)

 

 

(110,084

)

 

 

(41,020

)

Less: net loss attributable to noncontrolling interests

 

 

(978

)

 

 

 

 

 

(2,285

)

 

 

 

Net loss attributable to members of Gloo Holdings, LLC

 

$

(38,049

)

 

$

(13,626

)

 

$

(107,799

)

 

$

(41,020

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss per unit available to members of Gloo Holdings, LLC, basic and diluted

 

$

(6.08

)

 

$

(2.41

)

 

$

(15.98

)

 

$

(7.34

)

Weighted-average common units used to compute net loss per unit available to members of Gloo Holdings, LLC, basic and diluted

 

 

8,282,512

 

 

 

7,769,167

 

 

 

8,239,088

 

 

 

7,643,420

 

        

 


Gloo Holdings, LLC

Condensed Consolidated Statements of Cash Flows

(unaudited)

 

 

Nine Months Ended October 31,

 

 

 

2025

 

 

2024

 

 

 

(in thousands)

 

Operating activities:

 

 

 

 

 

 

Net loss

 

$

(110,084

)

 

$

(41,020

)

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

 

 

 

Equity-based compensation expense

 

 

4,928

 

 

 

3,441

 

Depreciation and amortization

 

 

8,046

 

 

 

5,560

 

Amortization of deferred financing costs

 

 

3,016

 

 

 

382

 

Provision for expected credit losses

 

 

145

 

 

 

45

 

Lease expense

 

 

1,169

 

 

 

866

 

Deferred income taxes

 

 

(466

)

 

 

(560

)

Loss (gain) from change in fair value of financial instruments

 

 

20,503

 

 

 

758

 

Loss (gain) on sale of property and equipment

 

 

-

 

 

 

18

 

(Income) loss from equity method investments, net

 

 

(2,782

)

 

 

436

 

Loss on extinguishment of debt

 

 

7,473

 

 

 

 

Debt assumed through PIK interest

 

 

1,899

 

 

 

778

 

Changes in operating assets and liabilities, net of acquisitions:

 

 

 

 

 

 

Accounts receivable

 

 

(3,440

)

 

 

(742

)

Prepaid expenses and other current assets

 

 

177

 

 

 

(150

)

Other non-current assets

 

 

(4,776

)

 

 

(74

)

Accounts payable

 

 

3,987

 

 

 

(503

)

Accrued expenses and other current liabilities

 

 

9,081

 

 

 

(1,658

)

Deferred revenue

 

 

(1,132

)

 

 

1,253

 

Other non-current liabilities

 

 

(698

)

 

 

(2,068

)

Net cash used in operating activities

 

 

(62,954

)

 

 

(33,238

)

Investing activities:

 

 

 

 

 

 

Purchases of property and equipment

 

 

(453

)

 

 

(266

)

Capitalized internal-use software costs

 

 

(10,076

)

 

 

(4,484

)

Acquisitions, net of cash acquired

 

 

(6,351

)

 

 

(1,491

)

Net cash used in investing activities

 

 

(16,880

)

 

 

(6,241

)

Financing activities:

 

 

 

 

 

 

Payments on debt

 

 

(2,495

)

 

 

(190

)

Proceeds from debt

 

 

81,925

 

 

 

45,680

 

Payments of deferred financing costs

 

 

(85

)

 

 

(87

)

Proceeds from exercise of common unit options

 

 

564

 

 

 

 

Proceeds from Member Advances received, net of refunds

 

 

5,000

 

 

 

 

Proceeds from Series A Preferred Units issuance

 

 

818

 

 

 

325

 

Payments of deferred offering costs

 

 

(4,094

)

 

 

 

Net cash provided by financing activities

 

 

81,633

 

 

 

45,728

 

Effect of exchange rate changes on cash and cash equivalents

 

 

(254

)

 

 

 

Net increase in cash, cash equivalents and restricted cash

 

 

1,545

 

 

 

6,249

 

Cash, cash equivalents, and restricted cash:

 

 

 

 

 

 

Beginning of period

 

 

13,844

 

 

 

13,727

 

End of period

 

$

15,389

 

 

$

19,976

 

Supplemental disclosures of cash flow information:

 

 

 

 

 

 

Cash paid for interest

 

$

3,178

 

 

$

1,966

 

Cash paid for taxes

 

 

49

 

 

 

 

Supplemental disclosure of non-cash investing and financing activity:

 

 

 

 

 

 

ROU assets obtained in acquisitions

 

$

2,206

 

 

$

 

ROU assets obtained in exchange for new lease liabilities

 

 

1,315

 

 

 

 

 

 

 

 


Gloo Holdings, LLC

GAAP to Non-GAAP Reconciliation

(unaudited)

The following tables provide a reconciliation of our non-GAAP financial measures to their most directly comparable GAAP financial measures for the periods presented:

 

Three Months Ended

 

 

Nine Months Ended

 

 

October 31,

 

 

October 31,

 

2025

 

 

2024

 

 

2025

 

 

2024

 

(in thousands)

 

Net loss attributable to members of Gloo Holdings, LLC

$

(38,049

)

 

$

(13,626

)

 

$

(107,799

)

 

$

(41,020

)

Net loss attributable to noncontrolling interests

 

(978

)

 

 

 

 

 

(2,285

)

 

 

 

Net loss

 

(39,027

)

 

 

(13,626

)

 

 

(110,084

)

 

 

(41,020

)

Adjusted to exclude:

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

6,390

 

 

 

1,779

 

 

 

12,393

 

 

 

2,854

 

Income tax benefit

 

(25

)

 

 

(148

)

 

 

(318

)

 

 

(560

)

Depreciation and amortization

 

2,846

 

 

 

1,949

 

 

 

8,046

 

 

 

5,560

 

Equity-based compensation

 

1,623

 

 

 

564

 

 

 

4,928

 

 

 

3,410

 

Loss (gain) from change in fair value of financial instruments

 

9,067

 

 

 

(538

)

 

 

20,503

 

 

 

(758

)

IPO related costs

 

2,251

 

 

 

 

 

 

3,621

 

 

 

 

Transaction related bonuses

 

732

 

 

 

 

 

 

732

 

 

 

 

Loss on extinguishment of debt

 

 

 

 

 

 

 

7,473

 

 

 

 

(Income) loss from equity method investments, net

 

(2,888

)

 

 

164

 

 

 

(2,782

)

 

 

437

 

Interest income

 

(178

)

 

 

(337

)

 

 

(310

)

 

 

(519

)

Adjusted EBITDA

$

(19,209

)

 

$

(10,193

)

 

$

(55,798

)

 

$

(30,596

)

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

October 31,

 

 

October 31,

 

2025

 

 

2024

 

 

2025

 

 

2024

 

(in thousands, except for unit and per unit data)

 

Net loss

$

(39,027

)

 

$

(13,626

)

 

$

(110,084

)

 

$

(41,020

)

Net loss attributable to noncontrolling interests

 

(978

)

 

 

 

 

 

(2,285

)

 

 

 

Net loss attributable to members of Gloo Holdings, LLC

 

(38,049

)

 

 

(13,626

)

 

 

(107,799

)

 

 

(41,020

)

Adjusted to exclude:

 

 

 

 

 

 

 

 

 

 

 

Loss (gain) from change in fair value of financial instruments

 

9,067

 

 

 

(538

)

 

 

20,503

 

 

 

(758

)

IPO related costs

 

2,251

 

 

 

 

 

 

3,621

 

 

 

 

Loss on extinguishment of debt

 

 

 

 

 

 

 

7,473

 

 

 

 

Income tax impact(1)

 

 

 

 

 

 

 

 

 

 

 

Non-GAAP net loss attributable to members of Gloo Holdings, LLC

 

(26,731

)

 

 

(14,164

)

 

 

(76,202

)

 

 

(41,778

)

Less: Undeclared cumulative dividends on Series A Preferred Units

 

5,581

 

 

 

5,071

 

 

 

16,465

 

 

 

15,079

 

Less: Deemed dividend for conversion of Member Advance

 

6,700

 

 

 

 

 

 

7,400

 

 

 

 

Non-GAAP net loss available to members of Gloo Holdings, LLC basic and diluted

$

(39,012

)

 

$

(19,235

)

 

$

(100,067

)

 

$

(56,857

)

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of common units outstanding, basic and diluted

 

8,282,512

 

 

 

7,769,167

 

 

 

8,239,088

 

 

 

7,643,420

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss per unit available to members of Gloo Holdings, LLC, basic and diluted

$

(6.08

)

 

$

(2.41

)

 

$

(15.98

)

 

$

(7.34

)

Non-GAAP net loss per unit available to members of Gloo Holdings, LLC, basic and diluted

$

(4.71

)

 

$

(2.48

)

 

$

(12.15

)

 

$

(7.44

)

 

(1) The adjustments to net loss attributable to members of Gloo Holdings, LLC relate to accounting transactions that are exclusive to Gloo Holdings, LLC, a nontaxable entity.