Gloo Holdings, Inc.

Gloo Holdings, Inc.GLOO财报

Nasdaq

What changed in Gloo Holdings, Inc.'s 10-K2025 vs 2026

Top changes in Gloo Holdings, Inc.'s 2026 10-K

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Item 1. Business

Business — how the company describes what it does

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Item 1. Financial Statements (Unaudited) Condensed Consolidated Balance Sheets 5 Condensed Consolidated Statements of Operations 6 Condensed Consolidated Statements of Comprehensive Loss 7 Condensed Consolidated Statements of Mezzanine Equity and Members’ Deficit 8 Condensed Consolidated Statements of Cash Flows 10 Notes to the Condensed Consolidated Financial Statements (Unaudited) 11 Item 2.
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Item 1. Business. Overview Gloo exists because we believe that the faith and flourishing ecosystem—among the oldest, largest and most resilient ecosystems in the world—must be connected to thrive. Our mission is to build the leading technology platform and AI infrastructure serving this ecosystem, which remains highly fragmented and materially underserved by modern technology.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations 56
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At the center of the faith and flourishing ecosystem are two interconnected groups: churches and frontline organizations (CFLs), which serve communities directly, and network capability providers (NCPs), which equip the CFLs with the tools, resources and infrastructure they need to succeed.
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In the U.S. alone, there are estimated to be over 415,000 Christian organizations, including over 315,000 Christian congregations leading mission-driven and nonprofit work in their communities, collectively addressing some of society’s most pressing social challenges.
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Given the scale and importance of this fragmented ecosystem, we believe there is 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.
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Our strategy is to address this opportunity through two core and reinforcing platform capabilities: Powering Tech and Powering Reach. By Powering Tech we help our customers modernize their technology systems, data and workflows through a trusted, AI-enabled technology platform.
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By Powering Reach we help our customers expand awareness, deepen engagement and increase donor support through differentiated media, marketing, fundraising and data capabilities. Gloo's platform strategy is underpinned by our growing leadership in Applied AI for the faith and flourishing ecosystem.
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We are leveraging advances in agentic AI, foundational models and services from leading AI providers, and innovations developed across our platform to apply AI to the real operations and mission-critical activities of churches, ministries and nonprofits. We believe these capabilities must be deployed in ways that protect theological integrity, strengthen relational ministry and advance human flourishing.
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As part of this strategy, Gloo is taking on more of the work our customers have historically performed internally in situations where AI can now improve or execute those functions more effectively.
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In these engagements, we assume responsibility for certain technology operations, modernize underlying systems and workflows, and apply tailored agentic AI solutions to improve outcomes, lower costs and increase efficiency for customers, while also creating higher-margin and more durable revenue streams for Gloo.
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Supported by forward-deployed engineering resources working closely with customers, this model positions us to expand beyond traditional software spend into the significantly larger labor budgets that support operational execution across the faith and flourishing ecosystem.
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According to a 2016 analysis conducted by the Interdisciplinary Journal of Research on Religion, the faith sector, including all religions of which Christianity is the largest in America, contributes approximately $1.2 trillion to the United States economy each year, reflecting its far-reaching role in communities, employment, services and civic life.
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According to Kentley Insights, faith-based organizations of all religions generated over $265 billion in revenue in 2025, up 8.2% from $245 billion in revenue in 2024. The significant majority of this economic activity is driven by donations, which sit at the financial center of the faith and flourishing ecosystem and powers the generosity that funds mission-driven work.
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This makes donor development a core capability within the ecosystem. As organizations face increasing pressure to fundraise more effectively, the need for integrated technology, marketing services and expertise becomes even more critical.
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These needs, coupled with the scale and economic value of this ecosystem, create a substantial market opportunity—one that is uniquely addressed by Gloo. 1 Our customer momentum is a strong early signal that our model is working.
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We have more than 20 customers with annual contract values above $1 million, demonstrating that the Gloo Platform is delivering the technology, services and AI-enabled capabilities the ecosystem increasingly needs. This traction reflects growing customer confidence in our differentiated approach and reinforces our leadership in Applied AI as a driver of deeper relationships, larger engagements and sustained growth.
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The Gloo Platform Gloo's platform is built around two core ecosystem needs: modernizing technology and expanding reach, engagement and donor support. Through Powering Tech and Powering Reach, and strengthened by our leadership in Applied AI, we are positioned to serve both.
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The following sections describe the principal solutions within each capability area and the distinct customer segments and use cases they serve across the ecosystem. Powering Tech Gloo delivers a trusted, AI-powered technology platform that helps our customers modernize core systems, unify data, improve workflows and operate more effectively.
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With agentic capabilities bringing efficiencies and cost savings, our customers have more time and resources to focus on their mission. Our platform is available to customers across the faith and flourishing ecosystem, from the smallest church to the largest faith-based institution.
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In addition, we are increasingly able to provide solutions to a broader secular market through strategic acquisitions, such as our acquisitions of Midwestern and Enterprisemarketdesk (expected to close in the second quarter of fiscal 2026).
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We also leverage our platform internally, allowing us to benefit directly from the same efficiencies and workflow improvements we deliver to our customers. 2 Powering Tech Solutions • Gloo 360 is a subscription-based offering for NCPs designed to modernize, operate and transform core IT infrastructure.
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It brings together applications, workflows and services on shared AI infrastructure and a common data foundation, enabling customers to improve efficiency, strengthen system integration and accelerate digital transformation.
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A key differentiator of Gloo 360 is Gloo’s use of forward-deployed engineering talent, which works directly with customers to help build AI-enabled organizations and position them to benefit from AI-enabled workflows over time. • Gloo Workspace is a subscription-based offering for CFLs.
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It includes a suite of AI-powered tools that equip customers to create content, communicate with their congregations and extend their ministry.
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It includes three core products: Content Studio, Communications and Ministry Chat, which together help churches produce and distribute content, reach people through personalized SMS and email outreach and provide congregants with trusted, on-demand answers through an AI assistant trained on the church's own content.
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As one of Gloo’s primary subscription relationships with churches and other CFLs, Gloo Workspace helps customers operate more effectively and increase their missional impact. Powering Tech also includes Platform Solutions delivered through Gloo 360 as well as through Midwestern and Servant, which are among our consolidated subsidiaries that we refer to as Gloo Capital Partners.
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These offerings include services-based and project-oriented engagements that help customers implement technology, modernize workflows and advance digital transformation initiatives. A key component of these engagements is Gloo’s use of forward-deployed engineering talent, which is directly embedded into customer teams and strategies to implement solutions, support execution and help build AI-enabled organizations.
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Powering Reach Gloo also offers the Gloo Media Network, a full-service platform to help organizations expand awareness, deepen engagement and increase donor support. Through our Gloo Capital Partners, Masterworks and Westfall Group, we provide end-to-end donor engagement capabilities spanning awareness, acquisition, cultivation, stewardship and long-term giving.
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These capabilities are further strengthened through another Gloo Capital Partner, Barna, whose research and insights help inform strategy, messaging and campaign effectiveness. A key differentiator is Masterworks’ proprietary media inventory developed specifically for Christian audiences, which enables faith-based organizations to reach audiences in trusted environments where their messages are contextually relevant.
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This inventory also provides a differentiated channel for select secular advertisers seeking to engage these audiences in an authentic and effective manner. Powering Reach Solutions Advertising and marketing offerings within Powering Reach are delivered through our Gloo Capital Partners, including Masterworks, Westfall Group, Barna and Outreach.
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These offerings help customers expand awareness, strengthen engagement and grow donor support through a combination of media execution, fundraising strategy, audience development and research driven insight. • Masterworks provides donor media and campaign execution capabilities. • Westfall provides major donor engagement, events and fundraising services. • Barna provides research and insights that improve targeting, messaging and effectiveness. • Outreach provides a marketplace offering that serves churches and other CFLs by connecting them with curated physical and digital products, resources and services tailored to the faith and flourishing ecosystem.
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Like Powering Tech, Powering Reach also includes Platform Solutions, which are delivered through Masterworks and related services engagements. In an Applied AI world, we believe these offerings represent a significant growth 3 opportunity for Gloo as organizations increasingly seek trusted partners to apply data, automation and AI-enabled workflows to donor engagement, media execution and campaign strategy.
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Applied AI AI is a foundational capability across our platform and an important driver of innovation, efficiency and differentiation. We define Applied AI as the use of AI in workflows, operations and mission-critical activities across the faith and flourishing ecosystem.
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In this context, agentic AI, together with values-aligned AI provides the foundation for a trusted framework designed to support safe, appropriate and theologically aligned deployment while strengthening relational ministry and advancing human flourishing.
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Our Applied AI strategy is focused on three areas: building the core AI capabilities the ecosystem needs, embedding AI across our solutions and helping both customers and Gloo itself deploy AI agents and transition toward more agentic operating models.
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We believe these priorities will strengthen our platform, enhance customer outcomes and reinforce our leadership position in Applied AI for the faith and flourishing ecosystem. We believe delivering Applied AI begins with providing the core capabilities needed to embed AI into the workflows and systems used by ministries, churches, nonprofits and other ecosystem participants.
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These capabilities include four foundational components: • Agents – intended to assist with tasks, workflows and operational activities across a range of organizational contexts, and over time, supported by a library of reusable agents designed for common functions across Gloo's platform and among NCPs. • Values-aligned AI – intended to support trust, theological integrity and human flourishing. • Unified data infrastructure – which Gloo believes is essential to meaningful AI deployment and is designed to reconcile and unify organizational, content and marketing data into a trusted foundation for AI-enabled applications. • Trusted chat-based interfaces – designed to allow users to engage with AI through natural language and to support ecosystem development as conversational interfaces become increasingly important.
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Through Gloo AI Studio, we make these capabilities available to developers across the ecosystem, enabling them to build AI-powered solutions for their organizations on top of our infrastructure. We are also embedding AI across our existing solutions, including Gloo 360, Gloo Media Network, Masterworks, and Gloo Workspace to improve data integration, conversational experiences, workflow automation, personalization, and agent-driven execution.
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Through Gloo 360 in particular, we believe we are positioned to address a significant people-cost opportunity by taking on key operational functions and transforming manual, labor-intensive processes into more agentic operating models, driving significant efficiency gains and economies of scale.
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More broadly, we believe the long-term opportunity of Applied AI extends beyond individual products and workflows to helping organizations operate in more scalable, efficient and effective ways. By enabling customers, partners and Gloo itself to adopt more agentic operating models, we aim to expand capacity and improve execution across the faith and flourishing ecosystem.
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Our approach is grounded in our core principles of serving those who serve, advancing human flourishing and shaping technology for good.
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We believe AI should be deployed in ways that support mission effectiveness, preserve relational ministry and create practical value across the ecosystem. 4 Our Growth Strategy Our growth strategy combines continued organic execution with targeted strategic acquisitions to expand the platform and strengthen our position in the ecosystem.
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Organically, we drive growth through a combination of product-led and sales-led motions, enabling broader adoption of our offerings while deepening engagement across customers and partners. In parallel, we pursue selective acquisitions that reinforce our two core capabilities, Powering Tech and Powering Reach.
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Our growth approach adds scale, resources and accretive revenue and EBITDA to the platform, while our controlling ownership positions allow for consolidated financial results and increasing operating leverage over time. We believe we are the only company to offer a platform with the same breadth and depth of offerings across the faith and flourishing ecosystem.
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By combining organically developed solutions with strategic acquisitions, we are creating a competitive advantage that is difficult to replicate. As our platform expands and ecosystem participation deepens, our model strengthens both our competitive position and long-term economics. Revenue Categories Gloo reports revenue in two categories: Platform Revenue and Platform Solutions Revenue.
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We generate revenue through four core streams: subscriptions, advertising and marketing services, marketplace offerings and platform solutions.
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Platform Revenue includes our more recurring and scalable offerings, while Platform Solutions Revenue reflects services-based technology development solutions that are typically project-oriented in nature. 5 Our Competitive Strengths Connecting what we believe to be one of the largest ecosystems in humanity requires a diverse set of skills and strengths.
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We believe our competitive strengths include: • Connecting a Large, Diverse and Fragmented Faith and Flourishing Ecosystem – With over 140,000 churches and ministry leaders and over 3,000 active NCPs on our platform as of July 31, 2025, we believe we have built a trusted digital environment at scale in the faith and flourishing ecosystem.
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To our knowledge, no other company has aggregated a comparable breadth and diversity of ecosystem participants. • Differentiated Access to Ecosystem Relationships – We believe our ability to convene the ecosystem is a core differentiator. This is rooted in our extensive relational capital, cultivated through over ten years of trust-building and delivering value to the ecosystem.
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We facilitate dialogues that lead to actionable solutions and strengthened partnerships, contributing to current and future customers, as well as Gloo Capital Partner acquisitions and investments. • Developing AI for the Faith and Flourishing Ecosystem – Gloo’s competitive strength in AI lies in our ability to combine advanced AI capabilities, trusted ecosystem distribution, and deep domain expertise to deliver Applied AI solutions purpose built for the faith and flourishing ecosystem.
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This reflects Gloo's definition of Applied AI: applying AI to real operations, workflows, and mission critical activities in ways that protect theological integrity, strengthen relational ministry, and advance human flourishing. • Demonstrated Strategic Vision and Execution – As of January 31, 2026, we have executed more than 18 strategic investments and acquisitions across key segments of the faith and flourishing ecosystem, integrating best-of-breed NCPs with proprietary products, strong customer relationships and established market presence. • Experienced Board and Management Team – We are led by what we believe is a world-class board and executive team with deep expertise in both technology and the markets in which we operate.
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The team brings a proven track record in building scalable platforms, driving digital transformation and forging high-impact partnerships. Scott Beck, our co-founder, president and chief executive officer, is a veteran entrepreneur with over 40 years of experience in scaling businesses such as Blockbuster and Home Advisor.
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Pat Gelsinger, our executive chair and head of technology, brings more than 45 years of technology leadership, including his roles as chief executive officer of Intel and of VMware.
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They are joined by seasoned leaders with experience from Meta, Microsoft, McKinsey, YouVersion, Christianity Today and Hobby Lobby, forming a strongly qualified team to execute our growth strategy and scale Gloo’s impact across the faith and flourishing ecosystem. Our Competition Our platform operates across a broad and highly fragmented market.
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We believe our competition primarily falls into five categories: • Faith-tech and general market point solutions, including providers of church management systems, communications tools and engagement platforms such as Subsplash, Ministry Brands, Planning Center and Mailchimp that compete with the Gloo Workspace communications and insights products. • Proprietary and custom systems, including larger ministries that build internal technology stacks that compete with our Gloo 360 solutions. • Traditional advertising networks, including large media and marketing platforms that offer reach and audience access such as Meta and Google that compete with the Gloo Media Network. 6 • Technology development solutions, including providers that compete with the platform solutions offered by our Gloo Capital Partners, Midwestern and Servant.io. • Specialized and general e-commerce marketplaces, including providers of physical and digital products sold to CFLs for their operations, such as Amazon and Concordia Supply that compete with Outreach and our other e-commerce marketplaces.
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Although we face competition across these categories, we believe we are t he only company to offer a platform with this breadth and depth offerings across the faith and flourishing ecosystem. By combining organically developed solutions with strategic acquisitions, we are creating a competitive advantage that is difficult to replicate .
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Human Capital As of January 31, 2026, we had approximately 700 employees across the United States and Canada. We benefit from an engaged and driven employee base motivated to join Gloo by our work to support organizations and individuals driving impact.
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This differentiator not only builds strong employee engagement, but also helps us provide a higher level of service to our customers. With many employees volunteering with nonprofits annually and several serving on a nonprofit board or committee, our direct experience enables our teams to better serve our customer base.
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Additionally, we believe that by acquiring and investing in Gloo Capital Partners we gain access to differentiated talent that will drive advancements on our platform. We believe that attracting, developing and retaining exceptional talent is essential to achieving our long-term goals.
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To support this, we offer competitive compensation and benefits, opportunities for professional growth and a flexible and inclusive work environment. To our knowledge, none of our employees are represented by a labor union, and we consider our relations with our employees to be strong.
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As we grow organically and through acquisitions, we expect to continue expanding our team to support key business priorities that strengthen our platform, including product innovation, deeper NCP engagement, and targeted acquisitions and investments . Intellectual Property We rely on a combination of trademarks and trade secrets, as well as contractual provisions and restrictions, to protect our intellectual property.
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As of January 31, 2026, we owned nine U.S. trademark registrations for the mark GLOO and related marks. We also own numerous domain names, including www.gloo.com. We also rely on trade secrets and know-how, and we seek to protect these rights through confidentiality and nondisclosure agreements with employees, contractors and other parties.
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Although we take measures to protect our intellectual property, there can be no assurance that these measures will be successful, or that others will not independently develop similar technologies or otherwise gain access to our proprietary information. In addition, our intellectual property rights may be challenged or infringed upon by third parties.
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Corporate Information We were originally formed as Gloo Holdings, LLC, a Delaware limited liability company, in November 2013.
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Gloo Holdings, Inc., a Delaware corporation, was incorporated on May 9, 2025, as a wholly owned subsidiary of Gloo Holdings, LLC and, following the Corporate Reorganization that occurred in November 2025, Gloo Holdings, Inc. became the parent company of Gloo Holdings, LLC and the holding company of all of our operations.
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For more information about the Corporate Reorganization, refer to Note 18, Stockholders' Equity and Members' Deficit , to our consolidated financial statements included in Part II, Item 8 of this report. Our principal executive offices are located at 831 Pearl Street, Boulder, Colorado 80302 and our telephone number is (303) 381-2645. Our website address is www.gloo.com.
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Information contained on, or that can be accessed through, our website or linked therein or otherwise connected thereto is not a part of, and is not incorporated into, this Annual Report on Form 10-K.
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We have included our website address in this Annual Report on Form 10-K solely as an inactive textual reference. 7 We use Gloo, the Gloo logo and other marks as trademarks in the United States and other countries. This Annual Report on Form 10-K contains references to our trademarks and service marks and to those belonging to other entities.
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Solely for convenience, trademarks and trade names referred to in this Annual Report on Form 10-K, including logos, artwork and other visual displays, may appear without the ® or TM symbols, but such references are not intended to indicate in any way that we will not assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensor to these trademarks and trade names.
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We do not intend our use or display of other entities’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other entity.
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Available Information We may announce material information to the public through filings with the Securities and Exchange Commission (SEC), our website ( https://investors.gloo.com/ ), press releases, public conference calls and public webcasts. We use these channels, as well as social media, to communicate with the public about us, our product candidates and other matters.
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We also make available on or through our website certain reports and amendments to those reports that we file with or furnish to the SEC in accordance with the Securities Exchange Act of 1934, as amended (the Exchange Act).
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These include our Annual Reports on Form 10-K, our Quarterly Reports on Form 10-Q, our Current Reports on Form 8-K and our Proxy Statements on Schedule 14A for our annual meetings of stockholders, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act.
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We make this information available on or through our website free of charge as soon as reasonably practicable after we electronically file the information with, or furnish it to, the SEC. The SEC also maintains a website that contains our SEC filings. The address for the SEC website is www.sec.gov. 8 It em 1A. Risk Factors.
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Investing in our Class A common stock involves a high degree of risk.
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Before making an investment decision, you should consider carefully the risks and uncertainties described below, together with all of the other information in this Annual Report on Form 10-K, including the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes thereto included elsewhere in this Annual Report on Form 10-K.
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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.
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In that event, the trading price of our Class A common stock could decline, and you could lose part or all of your investment.
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Our risk factors are not guarantees that no such conditions exist as of the date of this Annual Report on Form 10-K 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.

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Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

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The aggregate purchase price noted above was allocated to the identifiable assets acquired and liabilities assumed based upon their estimated fair values at the acquisition date, primarily using Level 2 and Level 3 inputs. Refer to Note 7, Fair Value Measurements for additional information.
The aggregate purchase price noted above was allocated to the identifiable assets acquired and liabilities assumed based upon their estimated fair values at the acquisition date, primarily using Level 2 and Level 3 inputs. Refer to Note 7, Fair Value Measurements for additional information.
These fair value estimates represent management’s best estimate of future cash flows (including sales, cost of sales, income taxes, etc.), discount rates, competitive trends, market comparable equity valuations, and other factors. Inputs used were generally determined from historical data supplemented by current and anticipated market conditions and growth rates.
These fair value estimates represent management’s best estimate of future cash flows (including sales, cost of sales, income taxes, etc.), discount rates, competitive trends, market comparable equity valuations, and other factors. Inputs used were generally determined from historical data supplemented by current and anticipated market conditions and growth rates.
The Company expects to finalize the valuation as soon as practicable, but not later than one year from the acquisition date.
The Company expects to finalize the valuation as soon as practicable, but not later than one year from the acquisition date.
The allocation of the purchase price and estimated fair values of the assets acquired and liabilities assumed is as follows: (in thousands) Identified assets and liabilities: Cash and cash equivalents $ Accounts receivable 33 Prepaid expenses 2 Other current assets 51 Property and equipment 33 Customer relationships 3,960 Developed technology 490 Trademarks 470 Accounts payable ( 73 ) Accrued compensation ( 51 ) Accrued liabilities ( 202 ) Deferred revenue ( 1,344 ) Debt, non-current ( 917 ) Total identifiable net assets acquired 2,452 Goodwill 5,403 Consideration transferred $ 7,855 The resulting goodwill of $ 5.4 million is deductible for income tax purposes and primarily attributable to the assembled workforce, established reputation, and expected synergies from integrating Igniter’s operations with the Company’s platform, along with enhanced capabilities, expanded customer relationships, and long-term growth potential.
The allocation of the purchase price and estimated fair values of the assets acquired and liabilities assumed is as follows: (in thousands) Identified assets and liabilities: Cash and cash equivalents $ Accounts receivable 33 Prepaid expenses 2 Other current assets 51 Property and equipment 33 Customer relationships 3,960 Developed technology 490 Trademarks 470 Accounts payable ( 73 ) Accrued compensation ( 51 ) Accrued liabilities ( 202 ) Debt, non-current ( 917 ) Deferred revenue ( 1,344 ) Total identifiable net assets acquired 2,452 Goodwill 5,403 Consideration transferred $ 7,855 The resulting goodwill of $ 5.4 million is deductible for income tax purposes and primarily attributable to the assembled workforce, established reputation, and expected synergies from integrating Igniter’s operations with the Company’s platform, along with enhanced capabilities, expanded customer relationships, and long-term growth potential.
The aggregate purchase price noted above was allocated to the identifiable assets acquired and liabilities assumed based upon their estimated fair values at the acquisition date, primarily using Level 2 and Level 3 inputs. Refer to Note 7, Fair Value Measurements for additional information.
The aggregate purchase price noted above was allocated to the identifiable assets acquired and liabilities assumed based upon their estimated fair values at the acquisition date, primarily using Level 2 and Level 3 inputs. Refer to Note 7, Fair Value Measurements for additional information.
These fair value estimates represent management’s best estimate of future cash flows (including sales, cost of sales, income taxes, etc.), discount rates, competitive trends, market comparable equity valuations, and other factors. Inputs used were generally determined from historical data supplemented by current and anticipated market conditions and growth rates.
These fair value estimates represent management’s best estimate of future cash flows (including sales, cost of sales, income taxes, etc.), discount rates, competitive trends, market comparable equity valuations, and other factors. Inputs used were generally determined from historical data supplemented by current and anticipated market conditions and growth rates.
The aggregate purchase price noted above was allocated to the identifiable assets acquired and liabilities assumed based upon their estimated fair values at the acquisition date, primarily using Level 2 and Level 3 inputs. Refer to Note 7 , Fair Value Measurements for additional information.
The aggregate purchase price noted above was allocated to the identifiable assets acquired and liabilities assumed based upon their estimated fair values at the acquisition date, primarily using Level 2 and Level 3 inputs. Refer to Note 7, Fair Value Measurements for additional information.
These fair value estimates represent management’s best estimate of future cash flows (including sales, cost of sales, income taxes, etc.), discount rates, competitive trends, market comparable equity valuations, and other factors. Inputs used were generally determined from historical data supplemented by current and anticipated market conditions and growth rates.
These fair value estimates represent management’s best estimate of future cash flows (including sales, cost of sales, income taxes, etc.), discount rates, competitive trends, market comparable equity valuations, and other factors. Inputs used were generally determined from historical data supplemented by current and anticipated market conditions and growth rates.
The aggregate purchase price noted above was allocated to the identifiable assets acquired and liabilities assumed based upon their estimated fair values at the acquisition date, primarily using Level 2 and Level 3 inputs. Refer to Note 7, Fair Value Measurements for additional information.
The aggregate purchase price noted above was allocated to the identifiable assets acquired and liabilities assumed based upon their estimated fair values at the acquisition date, primarily using Level 2 and Level 3 inputs. Refer to Note 7, Fair Value Measurements for additional information.
These fair value estimates represent management’s best estimate of future cash flows (including sales, cost of sales, income taxes, etc.), discount rates, competitive trends, market comparable equity valuations, and other factors. Inputs used were generally determined from historical data supplemented by current and anticipated market conditions and growth rates.
These fair value estimates represent management’s best estimate of future cash flows (including sales, cost of sales, income taxes, etc.), discount rates, competitive trends, market comparable equity valuations, and other factors. Inputs used were generally determined from historical data supplemented by current and anticipated market conditions and growth rates.
The estimated fair value of the non-controlling interest was based on the price the Company paid for its 80.0 % controlling interest Midwestern. The Midwestern Acquisition has been accounted for as a step acquisition. Prior to consolidating Midwestern, the Company revalued its previously-held equity method investment based on the fair value of consideration described above.
The estimated fair value of the non-controlling interest was based on the price the Company paid for its 80.0 % controlling interest of Midwestern. The Midwestern Acquisition has been accounted for as a step acquisition. Prior to consolidating Midwestern, the Company revalued its previously-held equity method investment based on the fair value of consideration described above.
The newly recognized intangible assets are being amortized over the estimated useful lives on a straight-line basis.
The newly recognized intangible assets are being amortized over the estimated useful lives on a straight-line basis.
The aggregate purchase price noted above was allocated to the identifiable assets acquired and liabilities assumed based upon their estimated fair values at the acquisition date, primarily using Level 2 and Level 3 inputs. Refer to Note 7, Fair Value Measurements for additional information.
The aggregate purchase price noted above was allocated to the identifiable assets acquired and liabilities assumed based upon their estimated fair values at the acquisition date, primarily using Level 2 and Level 3 inputs. Refer to Note 7, Fair Value Measurements for additional information.
These fair value estimates represent management’s best estimate of future cash flows (including sales, cost of sales, income taxes, etc.), discount rates, competitive trends, market comparable equity valuations, and other factors. Inputs used were generally determined from historical data supplemented by current and anticipated market conditions and growth rates.
These fair value estimates represent management’s best estimate of future cash flows (including sales, cost of sales, income taxes, etc.), discount rates, competitive trends, market comparable equity valuations, and other factors. Inputs used were generally determined from historical data supplemented by current and anticipated market conditions and growth rates.
The newly recognized intangible assets are being amortized over the estimated useful lives on a straight-line basis.
The newly recognized intangible assets are being amortized over the estimated useful lives on a straight-line basis.
Prior to the business combination, the Company held a noncontrolling equity interest in Sermons Tech, which was initially recorded at cost and subsequently adjusted each period for the Company’s share of Sermons Tech’s income or loss and any dividends paid in accordance with ASC 323.
Prior to the business combination, the Company held a noncontrolling equity interest in Sermons Tech, which was initially recorded at cost and subsequently adjusted each period for the Company’s share of Sermons Tech’s income or loss and any dividends paid in accordance with ASC 323.
For each valuation, the enterprise value determined by the income and/or market approaches was then allocated to the Series A preferred units using the option pricing method, or OPM, or a hybrid of the Probability-Weighted Expected Return Method and OPM, which estimates the probability weighted value across multiple scenarios but uses OPM to estimate the allocation of value within one or more of those scenarios.
For each valuation, the enterprise value determined by the income and/or market approaches was then allocated to the Series A preferred units using the option pricing method ("OPM") or a hybrid of the probability-weighted expected return method and OPM, which estimates the probability weighted value across multiple scenarios but uses OPM to estimate the allocation of value within one or more of those scenarios.
Senior Secured Notes and Warrants On April 23, 2024, the Company entered into a promissory note purchase agreement (the “Note Purchase Agreement”) authorizing the issuance of up to an aggregate principal amount of $ 70.0 million in secured promissory notes (the “Senior Secured Notes”).
Senior Secured Promissory Notes and Warrants On April 23, 2024, the Company entered into a promissory note purchase agreement (the “Note Purchase Agreement”) authorizing the issuance of up to an aggregate principal amount of $ 70.0 million in secured promissory notes (the “Senior Secured Promissory Notes”).
The allocation of the purchase price and estimated fair values of the assets acquired and liabilities assumed is as follows: (in thousands) Identified assets and liabilities: Cash and cash equivalents $ 111 Accounts receivable 454 Contract assets 36 Prepaid expense 87 Intangible assets 2,500 Equity investment - Gloo (treasury units) 379 Accounts payable ( 374 ) Accrued compensation ( 173 ) Accrued liabilities ( 195 ) Deferred revenue ( 672 ) Total identifiable net assets acquired 2,153 Noncontrolling interests ( 6,472 ) Goodwill 9,754 Fair value of previously held equity interest in acquiree ( 529 ) Consideration transferred $ 4,906 The resulting goodwill of $ 9.8 million is partially deductible for income tax purposes and represents the future economic benefits arising from other assets acquired that could not be individually identified and separately 28 recognized.
The allocation of the purchase price and estimated fair values of the assets acquired, noncontrolling interests acquired and liabilities assumed is as follows: (in thousands) Identified assets and liabilities: Cash and cash equivalents $ 111 Accounts receivable 454 Contract assets 36 Prepaid expense 87 Intangible assets 2,500 Equity investment - Gloo (treasury units) 379 Accounts payable ( 374 ) Accrued compensation ( 173 ) Accrued liabilities ( 195 ) Deferred revenue ( 672 ) Total identifiable net assets acquired 2,153 Noncontrolling interests ( 6,472 ) Goodwill 9,754 Fair value of previously held equity interest in acquiree ( 529 ) Consideration transferred $ 4,906 The resulting goodwill of $ 9.8 million is partially deductible for income tax purposes and represents the future economic benefits arising from other assets acquired that could not be individually identified and separately recognized.
The allocation of the purchase price and the estimated fair values of the assets acquired, liabilities assumed, and noncontrolling interest are shown below: (in thousands) Identified assets and liabilities: Cash and cash equivalents $ Accounts receivable 298 Contract assets 20 Prepaid expense 25 Customer Relationships 3,000 Trademarks 750 Current liabilities ( 1,894 ) Other long-term liabilities ( 763 ) Total identifiable net assets acquired 1,436 Noncontrolling interests ( 3,760 ) Goodwill 5,936 Consideration transferred $ 3,612 24 The resulting goodwill of $ 5.9 million is partially deductible for income tax purposes and represents the future economic benefits arising from other assets acquired that could not be individually identified and separately recognized.
The allocation of the purchase price and the estimated fair values of the assets acquired, liabilities assumed, and noncontrolling interest are shown below: (in thousands) Identified assets and liabilities: Cash and cash equivalents $ Accounts receivable 298 Contract assets 20 Prepaid expense 25 Customer relationships 3,000 Trademarks 750 Current liabilities ( 1,894 ) Other long-term liabilities ( 763 ) Total identifiable net assets acquired 1,436 Noncontrolling interests ( 3,760 ) Goodwill 5,936 Consideration transferred $ 3,612 The resulting goodwill of $ 5.9 million is partially deductible for income tax purposes and represents the future economic benefits arising from other assets acquired that could not be individually identified and separately recognized.
The option becomes exercisable on the third anniversary of 34 the effective date of the investment and expires twelve months thereafter and is subject to earlier exercise if the Company (1) enters insolvency proceedings or (2) completes a qualified IPO that raises at least $ 50.0 million , and its shares trade above $ 36.00 per share for 90 consecutive days .
The option becomes exercisable on the third anniversary of the effective date of the investment and expires twelve months thereafter and is subject to earlier exercise if the Company (1) enters insolvency proceedings or (2) completes a qualified IPO that raises at least $ 50.0 million , and its shares trade above $ 36.00 per share for 90 consecutive days .
The identified intangible assets acquired were recognized based upon their fair values as of the acquisition date, determined primarily using income-based approaches, including the multi-period excess earnings method for customer 22 relationships and the relief-from-royalty rate method for trademarks and developed technology. The newly recognized intangible assets are being amortized over their estimated useful lives on a straight-line basis.
The identified intangible assets acquired were recognized based upon their fair values as of the acquisition date, determined primarily using income-based approaches, including the multi-period excess earnings method for customer relationships and the relief-from-royalty rate method for trademarks and developed technology. The newly recognized intangible assets are being amortized over their estimated useful lives on a straight-line basis.
Beck, was considered a deemed capital 23 contribution to the Company and recorded as an increase to additional paid-in capital as part of the acquisition and included in consideration transferred to acquire Barna. The valuation of the Gloo Units Put Option required significant management judgment, including assumptions related to volatility, risk-free interest rates, expected term, and other relevant inputs.
Beck, was considered a deemed capital contribution to the Company and recorded as an increase to additional paid-in capital as part of the acquisition and included in consideration transferred to acquire Barna. The valuation of the Gloo Units Put Option required significant management judgment, including assumptions related to volatility, risk-free interest rates, expected term, and other relevant inputs.
By integrating these complementary strengths, the acquisition aims to provide ministries with more 31 personalized, scalable, and effective strategies to engage supporters and accelerate mission impact. Operating as a wholly owned subsidiary, Masterworks will leverage Gloo’s ecosystem of churches and partners to promote synergistic growth that advances the shared vision of serving those who serve.
By integrating these complementary strengths, the acquisition aims to provide ministries with more personalized, scalable, and effective strategies to engage supporters and accelerate mission impact. Operating as a wholly owned subsidiary, Masterworks will leverage Gloo’s ecosystem of churches and partners to promote synergistic growth that advances the shared vision of serving those who serve.
The condensed consolidated financial statements have been prepared on a basis that assumes the Company will continue as a going concern and do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern. 2.
The consolidated financial statements have been prepared on a basis that assumes the Company will continue as a going concern and do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern. 2.
Specifically, the goodwill recorded as part of the Barna Acquisition includes, but is not limited to: (1) the expected synergies Barna will bring the Company’s portfolio while also unlocking new opportunities for growth, and (2) any intangible assets that do not qualify for separate recognition, such as the assembled workforce of Barna.
Specifically, the goodwill recorded as part of the Barna Acquisition includes, but is not limited to: (1) the synergies Barna is expected to bring the Company’s portfolio while also unlocking new opportunities for growth, and (2) any intangible assets that do not qualify for separate recognition, such as the assembled workforce of Barna.
Specifically, the goodwill recorded as part of the CNCL Acquisition includes, but is not limited to: (1) the expected synergies the acquisition of CNCL will bring to the Company’s portfolio, while also unlocking new opportunities for growth, and (2) any intangible assets that do not qualify for separate recognition, such as the assembled workforce of CNCL.
Specifically, the goodwill recorded as part of the CNCL Acquisition includes, but is not limited to: (1) the synergies the acquisition of CNCL is expected to bring to the Company’s portfolio, while also unlocking new opportunities for growth, and (2) any intangible assets that do not qualify for separate recognition, such as the assembled workforce of CNCL.
Specifically, the goodwill recorded as part of the Servant Acquisition includes, but is not limited to: (1) the expected synergies Servant will bring the Company’s portfolio while also unlocking new opportunities for growth, and (2) any intangible assets that do not qualify for separate recognition, such as the assembled workforce of Servant.
Specifically, the goodwill recorded as part of the Servant Acquisition includes, but is not limited to: (1) the synergies Servant is expected to bring the Company’s portfolio while also unlocking new opportunities for growth, and (2) any intangible assets that do not qualify for separate recognition, such as the assembled workforce of Servant.
Specifically, the goodwill recorded as part of the Midwestern Acquisition includes, but is not limited to: (1) the expected synergies the acquisition of Midwestern will bring to the Company’s portfolio, while also unlocking new opportunities for growth, and (2) any intangible assets that do not qualify for separate recognition, such as the assembled workforce of Midwestern.
Specifically, the goodwill recorded as part of the Midwestern Acquisition includes, but is not limited to: (1) the synergies the acquisition of Midwestern is expected to bring to the Company’s portfolio, while also unlocking new opportunities for growth, and (2) any intangible assets that do not qualify for separate recognition, such as the assembled workforce of Midwestern.
Specifically, the goodwill recorded as part of the Masterworks Acquisition includes, but is not limited to: (1) the expected synergies Masterworks will bring the Company’s portfolio while also unlocking new opportunities for growth, and (2) any intangible assets that do not qualify for separate recognition, such as the assembled workforce of Masterworks.
Specifically, the goodwill recorded as part of the Masterworks Acquisition includes, but is not limited to: (1) the synergies Masterworks is expected to bring the Company’s portfolio while also unlocking new opportunities for growth, and (2) any intangible assets that do not qualify for separate recognition, such as the assembled workforce of Masterworks.
Sermons Tech’s proprietary AI workflow leverages language and video models to support distribution, 19 engagement, and donor connection for ministries across the United States. The Company acquired Sermons Tech for the purpose of integrating its AI-driven capabilities with the Company’s data, analytics, and content distribution platform to strengthen digital engagement offerings.
Sermons Tech’s proprietary AI workflow leverages language and video models to support distribution, engagement, and donor connection for ministries across the United States. The Company acquired Sermons Tech for the purpose of integrating its AI-driven capabilities with the Company’s data, analytics, and content distribution platform to strengthen digital engagement offerings.
Refundable amounts are recorded as customer deposit liabilities until recognized or refunded. 14 Marketplace Revenue Marketplace revenue primarily consists of physical and digital products such as books, publications, curricula, marketing collateral and church supplies sold through the Company’s online marketplace and online stores of the consolidated subsidiaries.
Refundable amounts are recorded as customer deposit liabilities until recognized or refunded. Marketplace Revenue Marketplace revenue primarily consists of physical and digital products such as books, publications, curricula, marketing collateral and church supplies sold through the Company’s online marketplace and online stores of the consolidated subsidiaries.
In connection with the preparation of these condensed consolidated financial statements, management evaluated conditions and events known and reasonably knowable that could adversely affect the Company’s ability to meet its obligations through one year from the date the condensed consolidated financial statements are issued.
In connection with the preparation of these consolidated financial statements, management evaluated conditions and events known and reasonably knowable that could adversely affect the Company’s ability to meet its obligations through one year from the date the consolidated financial statements are issued.
Based on these factors, the Company has concluded there is substantial doubt about its ability to continue as a going concern for at least twelve months from the date the condensed consolidated financial statements are issued.
Based on these factors, the Company has concluded there is substantial doubt about its ability to continue as a going concern for at least twelve months from the date the consolidated financial statements are issued.
The contractual purchase price consideration of $ 4.9 million was adjusted to the acquisition date fair value of $ 3.6 million. The remaining acquisition date fair valued $ 1.3 million was contributed directly to the acquiree as a capital infusion to fund working capital and support post-acquisition operations.
The contractual purchase price consideration of $ 4.9 million was adjusted to the acquisition date fair value of $ 3.6 million. The remaining acquisition date fair value of $ 1.3 million was contributed directly to the acquiree as a capital infusion to fund working capital and support post-acquisition operations.
The as-adjusted purchase price representing the consideration transferred under ASC 805 consisted of the following: Estimated Fair Value (in thousands) Cash consideration $ 2,120 Equity consideration 8,479 Promissory notes to seller 12,045 Fair value of call option 8,792 Initial investment 31,436 Less: reduction in option due to June modification ( 2,822 ) Fair value of total consideration transferred $ 28,614 As part of the total consideration transferred in the Midwestern Acquisition, the Company issued 694,444 Series A preferred units assigned an aggregate fair value of $ 8.5 million as of the January 2025 transaction.
The as-adjusted purchase price representing the consideration transferred under ASC 80 5 consisted of the following: Estimated Fair Value (in thousands) Cash consideration $ 2,120 Equity consideration 8,479 Promissory notes to seller 12,045 Fair value of call option 8,792 Initial investment 31,436 Less: reduction in option due to June modification ( 2,822 ) Fair value of total consideration transferred $ 28,614 As part of the total consideration transferred in the Midwestern Acquisition, the Company issued 694,444 Series A preferred units assigned an aggregate fair value of $ 8.5 million as of the January 2025 transaction.
This guidance is effective for annual periods beginning after December 15, 2027, and interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact of this guidance on its condensed consolidated financial statements.
This guidance is effective for annual periods beginning after December 15, 2027, and interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact of this guidance on its consolidated financial statements.
The Company determined that it obtained control over the Igniter Group on August 29, 2025, which is the date on which the Company transferred the cash consideration, issued a promissory note to the sellers (the “Igniter Promissory Note”), and obtained the power to direct the operations of the Igniter Group.
The Company determined that it obtained control over the Igniter Group on August 29, 2025, which is the date on which the Company transferred the consideration, issued a promissory note to the sellers (the “Igniter Promissory Note”), and obtained the power to direct the operations of the Igniter Group.
The Amended SPA also required a one-time payment to key executives of the Igniter Group that the 21 Company intended to retain. This payment to key executives was determined to be compensation rather than consideration transferred pursuant to ASC 805.
The Amended SPA also required a one-time payment to key executives of the Igniter Group that the Company intended to retain. This payment to key executives was determined to be compensation rather than consideration transferred pursuant to ASC 805 .
Resulting translation adjustments are recorded in accumulated other comprehensive income within the condensed consolidated statements of comprehensive loss. Foreign currency transaction gains and losses are included in other expense (income), net in the condensed consolidated statements of operations.
Resulting translation adjustments are recorded in accumulated other comprehensive income within the consolidated statements of comprehensive loss. Foreign currency transaction gains and losses are included in other expense (income), net in the consolidated statements of operations.
The as-adjusted purchase price representing the consideration transferred under ASC 805 consisted of the following: Estimated Fair Value (in thousands) Cash consideration $ 2,135 Fair value of exchangeable shares liability 2,413 Promissory note to sellers 1,229 Fair value of total consideration transferred $ 5,777 As part of the consideration transferred in the CNCL Acquisition, the Company issued to the sellers 197,663 units of CNCL, which are exchangeable into the Company’s Series A preferred units (“Exchangeable Shares”).
The as-adjusted purchase price representing the consideration transferred under ASC 805 consisted of the following: Estimated Fair Value (in thousands) Cash consideration $ 2,135 Fair value of exchangeable shares liability 2,413 Promissory note to sellers 1,229 Fair value of total consideration transferred $ 5,777 As part of the consideration transferred in the CNCL Acquisition, the Company issued to the sellers 197,663 units of CNCL, which were exchangeable into the Company’s Series A preferred units (“Exchangeable Shares”).
The components of consideration transferred were as follows: Estimated Fair Value (in thousands) Cash consideration $ 630 Equity consideration 4,130 Effective settlement of pre-existing receivable owed to the Company 341 Fair value of total consideration transferred $ 5,101 The Company incurred an immaterial amount of transaction-related costs, which were expensed as incurred and included in general and administrative expenses on the consolidated statements of operations.
The components of consideration transferred were as follows: Estimated Fair Value (in thousands) Cash consideration $ 630 Equity consideration 4,130 Effective settlement of pre-existing receivable owed to the Company 341 Fair value of total consideration transferred $ 5,101 The Company incurred an immaterial amount of transaction-related costs, which were expensed as incurred and included in general and administrative expense on the consolidated statements of operations.
Visitor Reach Notes As of January 31, 2025, the Company’s subsidiary, Visitor Reach, had entered into a series of subordinated loan agreements totaling $ 1.0 million (the “Visitor Reach Notes”) with related parties and their affiliates, as discussed further in Note 17, Related Party Transactions , which are prepayable at any time by the Company without penalty.
Visitor Reach Notes As of January 31, 2025, the Company’s subsidiary, Visitor Reach, had entered into a series of subordinated loan agreements totaling $ 1.0 million (the “Visitor Reach Notes”) with related parties and their affiliates, as discussed further in Note 19, Related Party Transactions , which are prepayable at any time by the Company without penalty.
Cash and Cash Equivalents and Restricted Cash The Company considers all highly liquid investments with an original maturity of three months or less when acquired to be cash equivalents. The Company maintains cash and cash equivalent balances in financial institutions that may at times exceed federally-insured limits. The Company has not experienced any losses in such accounts.
F- 9 Cash and Cash Equivalents and Restricted Cash The Company considers all highly liquid investments with an original maturity of three months or less when acquired to be cash equivalents. The Company maintains cash and cash equivalent balances in financial institutions that may at times exceed federally-insured limits. The Company has not experienced any losses in such accounts.
The difference between the contractual purchase price and the GAAP purchase consideration is primarily related to a fair value adjustment related to equity consideration, and a fair value adjustment to the promissory note issued to the sellers.
The difference between the contractual purchase price and the GAAP purchase consideration is primarily due to a fair value adjustment related to equity consideration and a fair value adjustment to the promissory note issued to the sellers.
The as-adjusted purchase price consisted of the following: Estimated Fair Value (in thousands) Cash consideration $ 2,015 Debt consideration 5,840 Fair value of total consideration transferred $ 7,855 The Company incurred $ 0.4 million in transaction-related costs, which were expensed as incurred and included in general and administrative expenses on the consolidated statements of operations.
The as-adjusted purchase price consisted of the following: Estimated Fair Value (in thousands) Cash consideration $ 2,015 Debt consideration 5,840 Fair value of total consideration transferred $ 7,855 The Company incurred $ 0.4 million in transaction-related costs, which were expensed as incurred and included in general and administrative expense on the consolidated statements of operations.
During the year ended January 31, 2022, the Small Business Administration claimed that the Company did not qualify for forgiveness for $ 1.0 million of the PPP loan. In September 2024, the Company agreed on a payment plan with the SBA to pay the loan in 180 equal monthly installments starting September 25, 2024, including interest.
During the year ended January 31, 2022, the Small Business Administration claimed that the Company did not qualify for forgiveness for $ 1.0 million of the PPP loan. In September 2024, the Company agreed on a payment plan with the SBA to pay the loan in 180 equal monthly installments starting September 25, 2024.
At the acquisition date, the Company provided $ 1.3 million of new capital, most of which was used to repay outstanding loans, resulting in limited liquidity. Barna’s creditors do not have recourse to the general credit of the Company as part of its outstanding debt agreements, as the Company does not guarantee any of Barna’s debt obligations.
At the acquisition date, the Company provided $ 1.3 million of new capital, most of which was used to repay outstanding loans, resulting F- 22 in limited liquidity. Barna’s creditors do not have recourse to the general credit of the Company as part of its outstanding debt agreements, as the Company does not guarantee any of Barna’s debt obligations.
The contractual purchase price of $ 5.6 million, subject to net working capital adjustments, was adjusted to the acquisition fair date value of $ 6.7 million, with differences pertaining to working capital adjustments and payments to a key executive which were determined to be compensation rather than consideration transferred pursuant to ASC 805.
F- 30 The contractual purchase price of $ 5.6 million, subject to net working capital adjustments, was adjusted to the acquisition fair date value of $ 6.7 million, with differences pertaining to working capital adjustments and payments to a key executive which were determined to be compensation rather than consideration transferred pursuant to ASC 805.
Two members of the Company’s board of directors, Nona Jones and Bishop Claude Alexander, serve on the board of directors of Christianity Today but received no consideration in connection with the transaction. In connection with the acquisition, on April 29, 2024, Mr. Beck and Pearl Street Trust entered into a put option agreement with Christianity Today International.
Two F- 75 members of the Company’s board of directors, Nona Jones and Bishop Claude Alexander, serve on the board of directors of Christianity Today but received no consideration in connection with the transaction. In connection with the acquisition, on April 29, 2024, Mr. Beck and Pearl Street Trust entered into a put option agreement with Christianity Today International.
Actual results could differ from those estimates, and any such differences may be material to the Company’s condensed consolidated financial statements.
Actual results could differ from those estimates, and any such differences may be material to the Company’s consolidated financial statements.
The Company is currently evaluating the impact of the adoption of this guidance on its condensed consolidated financial statements. In September 2025, the FASB issued ASU 2025-06, Intangibles Goodwill and Other Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software ,” which modernizes the accounting for internal-use software costs.
The Company is currently evaluating the impact of this guidance on its consolidated financial statements. In September 2025, the FASB issued ASU 2025-06, Intangibles Goodwill and Other Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software ,” which modernizes the accounting for internal-use software costs.
In addition to the lease arrangements, the leasing entity and the subsidiary are parties to a related-party loan arrangement, as further described in the “Outreach Note” section above. The leases both commenced on January 2, 2024, both having a term of seven years with no extension options.
In addition to the lease arrangements, the leasing entity and the subsidiary are parties to a related-party loan arrangement, as further described in the “Outreach Note” section above. The leases both commenced on January 2, 2024, both having a term of F- 76 seven years with no extension options.
The Company engaged an independent third-party valuation firm to assist in determining the fair value of the transaction, including intangible assets. The provisional measurements of fair value for certain intangible assets and liabilities (and any accompanying tax impact) may be subject to change as additional information is received.
The Company engaged an independent third-party valuation firm to assist in determining the fair value of the transaction, including intangible assets. The provisional measurements of fair value for certain intangible assets and F- 24 liabilities (and any accompanying tax impact) may be subject to change as additional information is received.
The Company engaged an independent third-party valuation firm to assist in determining the fair value of the transaction, including intangible assets. The provisional measurements of fair value for certain intangible assets and liabilities (and any accompanying tax impact) may be subject to change as additional information is received.
F- 27 The Company engaged an independent third-party valuation firm to assist in determining the fair value of the transaction, including intangible assets. The provisional measurements of fair value for certain intangible assets and liabilities (and any accompanying tax impact) may be subject to change as additional information is received.
For further information regarding this option and its impacts, refer to Note 3, Variable Interest Entities . The Company incurred an immaterial amount of transaction-related costs, which were expensed as incurred and included in general and administrative expenses on the consolidated statements of operations.
For further information regarding this option and its impacts, refer to Note 3, Variable Interest Entities . The Company incurred an immaterial amount of transaction-related costs, which were expensed as incurred and included in general and administrative expense on the consolidated statements of operations.
In January 2025, the Company obtained an 80 % interest in Midwestern accounted for as an equity method because, notwithstanding its majority equity interest, it did not obtain a controlling financial interest due to certain rights held by the noncontrolling stockholder through the call option agreement.
In January 2025, the Company obtained an 80 % interest in Midwestern, which was accounted for as an equity method because, notwithstanding its majority equity interest, it did not obtain a controlling financial interest due to certain rights held by the noncontrolling stockholder through the call option agreement.
As part of the transaction, the Company incurred an immaterial amount of transaction-related costs, which were expensed as incurred and included in general and administrative expenses on the consolidated statements of operations. Additionally, the Company settled an immaterial account payable with Servant in connection with the transaction related to services previously provided by Servant to Gloo.
As part of the transaction, the Company incurred an immaterial amount of transaction-related costs, which were expensed as incurred and included in general and administrative expense on the consolidated statements of operations. Additionally, the Company settled an immaterial account payable with Servant in connection with the transaction related to services previously provided by Servant to Gloo.
On April 24, 2024, the Company issued a $ 10.0 million Senior Secured Note under the Note Purchase Agreement to FMAB Partners, LP (“FMAB”), an entity affiliated with Mr. Furst, who also served as collateral agent under the security agreement associated with the Note Purchase Agreement (“NPA”).
On April 24, 2024, the Company issued a $ 10.0 million Senior Secured Note under the Note Purchase Agreement to FMAB Partners, LP (“FMAB”), an entity affiliated with Mr. Furst, who also served as collateral agent under the security agreement associated wi th the Note Purchase Agreement (“NPA”).
Senior Secured Convertible Notes As described in Note 13, Debt , on June 23, 2025, the Company entered into the Amended NPA and provided the holders of the Senior Secured Notes with the option to exchange their existing notes with Senior Secured Convertible Notes. In electing to participate in the exchange, the holders also gave up their associated Warrants.
Senior Secured Convertible Notes As described in Note 15, Debt , on June 23, 2025, the Company entered into the Amended NPA and provided the holders of the Senior Secured Notes with the option to exchange their existing notes with Senior Secured Convertible Notes. In electing to participate in the exchange, the holders also gave up their associated Warrants.
Bobby Gruenewald, a member of the Company’s board of directors, also serves as a board member and vice president of Life Covenant Church. In connection with the acquisition, Mr. Beck and Pearl Street Trust entered into a put option agreement with Life Covenant Church on August 1, 2024.
Bobby Gruenewald, a member of the Company’s board of directors, also serves as a board me mber and vice president of Life Covenant Church. In connection with the acquisition, Mr. Beck and Pearl Street Trust entered into a put option agreement with Life Covenant Church on August 1, 2024.
Significant estimates reflected in the condensed consolidated financial statements include revenue recognition, including the stand-alone selling prices (“SSP”) for each distinct performance obligation; internal-use software development costs; the useful lives of long-lived assets; the net realizable value of inventory; the reserve for expected credit losses; income 12 taxes; equity-based compensation; the valuation of the Company’s common units, equity awards and financial instruments; the fair value of assets and noncontrolling interest acquired and liabilities assumed in business combinations; valuation of consideration transferred in business combinations; the fair value of the call option associated with the Midwestern Interactive, LLC (“Midwestern”) acquisition; the incremental borrowing rate used to determine operating lease right-of-use assets and lease liabilities, the fair value of derivative and warrant liabilities, and legal and other loss contingencies.
Significant estimates reflected in the F- 8 consolidated financial statements include revenue recognition, including the stand-alone selling prices (“SSP”) for each distinct performance obligation; internal-use software development costs; the useful lives of long-lived assets; the net realizable value of inventory; the reserve for expected credit losses; income taxes; equity-based compensation; the valuation of the Company’s common membership units, equity awards and other financial instruments; the fair value of assets and noncontrolling interest acquired and liabilities assumed in business combinations; valuation of consideration transferred in business combinations; the fair value of the call option associated with the Midwestern Interactive, LLC (“Midwestern”) acquisition; the incremental borrowing rate used to determine operating lease right-of-use assets and lease liabilities; the fair value of derivative and warrant liabilities; and legal and other loss contingencies.
Contract assets are classified as current assets in the condensed consolidated balance sheets. 15 Disaggregation of Cost of Revenue (exclusive of depreciation and amortization) The Company disaggregates cost of revenue based on whether the cost is attributable to services rendered, tangible products, and other indirect costs.
Contract assets are classified as current assets in the consolidated balance sheets. Disaggregation of Cost of Revenue (exclusive of depreciation and amortization) The Company disaggregates cost of revenue based on whether the cost is attributable to services rendered, tangible products, and other indirect costs.
The contractual purchase price of $ 5.6 million, which had an acquisition date fair value of $ 4.9 million, was paid directly to the selling stockholders in return for the Company acquiring a 50.1 % equity interest.
F- 34 The contractual purchase price of $ 5.6 million, which had an acquisition date fair value of $ 4.9 million, was paid directly to the selling stockholders in return for the Company acquiring a 50.1 % equity interest.
The Company’s control and consolidation of Midwestern was a consequence of the June modification of the terms of the call option agreement initially agreed in January, which resulted in a $ 2.8 million reduction of the option’s value (a concession by Flourish) as well as control by the Company.
The Company’s control and consolidation of Midwestern was a consequence of the June modification of the terms of the call option agreement initially executed in January, which resulted in a $ 2.8 million reduction of the option’s value (a concession by Flourish) as well as control by the Company.
On November 19, 2025, the Company’s Class A common stock began trading on the Nasdaq Global Select Market (“Nasdaq”) under the symbol “GLOO,” issuing 9,100,000 shares of its Class A common stock at a public offering price of $ 8.00 per share for net proceeds of $ 67.2 million, after deducting underwriting discounts, commissions and estimated offering expenses.
On November 19, 2025, the Company’s Class A common stock began trading on the Nasdaq Global Select Market (“Nasdaq”) under the symbol “GLOO,” with the Company issuing 9,100,000 shares of its Class A common stock at a public offering price of $ 8.00 per share for net proceeds of $ 67.2 million, after deducting underwriting discounts, commissions and offering expenses.
Customer payments for professional services are generally billed over the contractual term. Contracts generally have a term of 12 months or less and the Company performs services consistently over time and concluded that no significant financing component exists.
F- 15 Customer payments for professional services are generally billed over the contractual term. Contracts generally have a term of 12 months or less and the Company performs services consistently over time and concluded that no significant financing component exists.
The Company recorded finite-lived intangible assets related to customer relationships and trademarks. The fair value of the customer relationships was determined using the multi-period excess earnings method under the income approach, and the fair value of the trademarks was determined using the relief from royalty rate method under the income approach.
F- 38 The Company recorded finite-lived intangible assets related to customer relationships and trademarks. The fair value of the customer relationships was determined using the multi-period excess earnings method under the income approach, and the fair value of the trademarks was determined using the relief from royalty rate method under the income approach.
The Company incurred an immaterial amount of transaction-related costs, which were expensed as incurred and included in general and administrative expenses on the consolidated statements of operations. Certain costs incurred by the seller but paid by the Company were included as consideration, as noted above.
The Company incurred an immaterial amount of transaction-related costs, which were expensed as incurred and included in general and administrative expense on the consolidated statements of operations. Certain costs incurred by the seller but paid by the Company were included as consideration, as noted above.
If the plans are not implemented on a timely basis, management may delay or modify the Company’s business plans, potentially including the timing of planned capital expenditures, development and other planned activities, all of which, individually or in the aggregate, could have material negative consequences to the Company and its results of operations and business relationships.
If such plans are not implemented on a timely basis, management may delay or modify the Company’s business plans, potentially including the timing of planned capital expenditures, development and other planned activities, all of which, individually or in the aggregate, could have material negative consequences to the Company and its financial condition, results of operations and business relationships.
Beck and Pearl Street Trust entered into a put option agreement with the sellers. Under the agreement, Mr. Beck and Pearl Street Trust jointly and severally agreed to purchase, upon demand, the Series A preferred units issued in the transaction at a price of $ 18.00 per unit. The option is exercisable during a 12-month window beginning February 18, 2028.
Beck and Pearl Street Trust entered into a put option agreement with the sellers. Under the agreement, Mr. Beck and Pearl Street Trust jointly and severally agreed to purchase, upon demand, the Series A preferred units issued in the transaction at a price of $18.00 per unit. The option is exercisable during a 12-month window be ginning February 18, 2028.
The market approach estimates value based on a comparison to comparable public companies in a similar line of business and may also include backsolves, which infers value from recent financing rounds or tender offers. From 37 these comparable companies, a representative market value multiple is determined and then applied to the Company’s financial forecasts to estimate its value.
The market approach estimates value based on a comparison to comparable public companies in a similar line of business and may also include backsolves, which infers our value from recent financing rounds or tender offers. From these comparable companies, a representative market value multiple is determined and then applied to our financial forecasts to estimate its value.
The option is exercisable during a 12-month window beginning July 1, 2027, but may be accelerated upon a qualified IPO resulting in proceeds of at least $ 50.0 million and a trading price of at least $ 15.00 per share of the Company’s Class A common stock for 60 consecutive days .
The option is exercisable during a 12-month window beginning July 1, 2027, but may be accelerated upon a qualified IPO resulting in proceeds of at least $ 50.0 million an d a trading price of at least $ 15.00 per share of the Company’s Class A common stock for 60 consecutive days .
Management believes it will be able to obtain additional capital to fund its operations, however, there are no assurances that the Company will be able to raise additional capital on terms acceptable to the Company or at all.
Parent management believes it will be able to obtain additional capital to fund its operations, however, there are no assurances that the Parent will be able to raise additional capital on terms acceptable to the Parent or at all.
Beck was considered a deemed capital contribution to the Company and recorded as an increase to APIC as part of the acquisition of Servant. The valuation of the put option required significant management judgment, including assumptions related to volatility, risk-free interest rates, expected term, and other relevant inputs.
Beck was considered a deemed capital contribution to the Company and recorded as an increase to additional paid-in capital ("APIC") as part of the acquisition of Servant. The valuation of the put option required significant management judgment, including assumptions related to volatility, risk-free interest rates, expected term, and other relevant inputs.
Additionally, during this reassessment it was concluded that the Company is the primary beneficiary and thus should consolidate Sermons Tech as the Company holds all of the voting equity interests in Sermons Tech, has the power to direct its most significant activities, and is obligated to absorb its losses.
F- 23 Additionally, during this reassessment it was concluded that the Company is the primary beneficiary and should consolidate Sermons Tech as the Company holds all of the voting equity interests in Sermons Tech, has the power to direct its most significant activities, and is obligated to absorb its losses.
The MW Call Option was recorded as a liability in other non-current liabilities on the Company’s condensed consolidated balance sheets and is re-measured at fair value on a recurring basis with changes in fair value recorded in loss (gain) from change in fair value of financial instruments in the condensed consolidated statements of operations.
The MW Call Option was recorded as a non-current liability on the Company’s consolidated balance sheets and is re-measured at fair value on a recurring basis with changes in fair value recorded in loss (gain) from change in fair value of financial instruments in the consolidated statements of operations.
In the event the notes are not paid upon maturity, the obligations under the Midwestern Notes will automatically bear interest at a rate equal to 43 an additional 5.0 % per annum over the rate otherwise applicable. Refer to Note 17, Related Party Transactions for additional information.
In the event the notes are not paid upon maturity, the obligations under the Midwestern Notes will automatically bear interest at a rate equal to an additional 5.0 % per annum over the rate otherwise applicable. Refer to Note 19, Related Party Transactions for additional information.
The Series A preferred units were assigned an aggregate fair value of $ 2.8 million as of the acquisition date, not inclusive of the fair value of the put options, which was estimated to be $ 1.4 million using the Black-Scholes Option Pricing Method. The $ 1.4 million value of the put option written by Mr.
The Series A preferred units were assigned an aggregate fair value of $ 2.8 million as of the acquisition date, not inclusive of the fair value of the put options, which was estimated to be $ 1.4 million using the Black-Scholes model. The $ 1.4 million value of the put option written by Mr.
The Series A preferred units were assigned an aggregate fair value of $ 2.3 million as of the acquisition date, not inclusive of the fair value of the Gloo Units Put Option, which was estimated to be $ 1.1 million using the Black-Scholes Option Pricing Method. The $ 1.1 million value of the Gloo Units Put Option, written by Mr.
The Series A preferred units were assigned an aggregate fair value of $ 2.3 million as of the acquisition date, not inclusive of the fair value of the Gloo Units Put Option, which was estimated to be $ 1.1 million using the Black-Scholes model. The $ 1.1 million value of the Gloo Units Put Option, written by Mr.

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