Gloo Holdings Inc-A 2025年度报告

(Mark One)☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended January 31, 2026OR☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIODFROMTOCommission File Number 001-42964GLOO HOLDINGS, INC.(Exact name of Registrant as specified in its Charter)Delaware39-2250711(State or other jurisdiction ofincorporation or organization)(I.R.S. EmployerIdentification No.)831 Pearl StreetBoulder, Colorado80302(Address of principal executive offices)(Zip Code)Registrant’s telephone number, including area code: (303) 381-2645Securities registered pursuant to Section 12(b) of the Act: Securities registered pursuant to Section 12(g) of the Act:None Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES☐NO☒ Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. YES☐NO☒Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES☒NO☐ Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of thischapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). YES☒NO☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See thedefinitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer☐Accelerated filer☐Non-accelerated filer☒Smaller reporting company☒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 accountingstandards provided pursuant to Section 13(a) of the Exchange Act.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of anerror to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’sexecutive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES☐ The aggregate market value of the voting and non-voting common equity held by non-affiliates of the Registrant, based on the closing price of the Registrant's Class A common stock onNovember 20, 2025, as reported by the Nasdaq Global Select Market on such date, was approximately $76.1 million. The Registrant has elected to use November 20, 2025, which was theclosing date of its initial public offering of Class A common stock, as the calculation date because on July 31, 2025 (the last business day of the Registrant’s second fiscal quarter), theRegistrant was a privately held company. Shares of the Registrant’s Class A common stock held by each executive officer and director and by each other person who may be deemed to bean affiliate of the Registrant have been excluded from this computation. This calculation does not reflect a determination that certain persons are affiliates of the Registrant for any otherpurpose. The number of shares of the Registrant’s Class A common stock outstanding as of April 10, 2026 was 11,405,352and the number of shares of the Registrant’s Class B common stockoutstanding as of April 10, 2026 was 69,465,772. Portions of the Registrant’s Definitive Proxy Statement relating to the Annual Meeting of Stockholders to be held in 2026 are incorporated by reference into Part III of this Annual Reporton Form 10-K where indicated. Such Definitive Proxy Statement will be filed with the Securities and Exchange Commission within 120 days after the end of the Registrant’s fiscal yearended January 31, 2026. RISK FACTORS SUMMARY Our business is subject to numerous risks and uncertainties, including those highlighted in the section of this report titled “RiskFactors.” The following is a summary of the principal risks we face: •We have limited operating history and experience with scaling our platform, which makes it difficult to evaluate ourbusiness and prospects and forecast our future results.•Our recent growth may not be sus