Gloo Holdings Files 8-K on Financials and Equity

Ticker: GLOO · Form: 8-K · Filed: Dec 17, 2025 · CIK: 2069785

Sentiment: neutral

Topics: financial-condition, equity-securities, filing

TL;DR

Gloo Holdings dropped an 8-K detailing financials and equity sales. Check it out.

AI Summary

Gloo Holdings, Inc. filed an 8-K on December 17, 2025, reporting on events that occurred on December 15, 2025. The filing includes information on Results of Operations and Financial Condition, Unregistered Sales of Equity Securities, and Financial Statements and Exhibits. The company is incorporated in Delaware and its principal executive offices are located at 831 Pearl Street, Boulder, Colorado.

Why It Matters

This 8-K filing provides crucial updates on Gloo Holdings' financial condition and any unregistered equity sales, which can impact investor understanding of the company's performance and share structure.

Risk Assessment

Risk Level: medium — The filing concerns financial condition and unregistered sales of equity, which can carry inherent risks and require careful investor scrutiny.

Key Players & Entities

FAQ

What specific financial results are being reported by Gloo Holdings, Inc.?

The filing indicates 'Results of Operations and Financial Condition' are being reported, but the specific details are not provided in this summary.

Were there any unregistered sales of equity securities by Gloo Holdings, Inc.?

Yes, the filing explicitly lists 'Unregistered Sales of Equity Securities' as an item of information being reported.

What is the exact date of the earliest event reported in this 8-K filing?

The earliest event reported is dated December 15, 2025.

Where are Gloo Holdings, Inc.'s principal executive offices located?

The principal executive offices are located at 831 Pearl Street, Boulder, Colorado, 80302.

What is the SIC code for Gloo Holdings, Inc.?

The Standard Industrial Classification (SIC) code for Gloo Holdings, Inc. is 7374, which corresponds to SERVICES-COMPUTER PROCESSING & DATA PREPARATION.

Filing Stats: 1,249 words · 5 min read · ~4 pages · Grade level 13.4 · Accepted 2025-12-17 16:21:20

Key Financial Figures

Filing Documents

02 Results of Operations and Financial Condition

Item 2.02 Results of Operations and Financial Condition. On December 17, 2025, Gloo Holdings, Inc. (the "Company") issued a press release reporting its financial results for the three and nine months ended October 31, 2025. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated by reference herein. The information in Item 2.02 of this Current Report on Form 8-K, including the accompanying Exhibit 99.1, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of Section 18. The information in Item 2.02 of this Current Report, including the accompanying Exhibit 99.1, shall not be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, regardless of any general incorporation language contained in such filing.

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities On December 15, 2025 (the "Effective Date"), the Company, entered into an agreement and plan of merger (the "Westfall Agreement") with Westfall Group, Inc. ("Westfall") pursuant to which Westfall has agreed to merge with and into a subsidiary of the Company and become a wholly-owned subsidiary of the Company (the "Westfall Transaction"). The Westfall Transaction is expected to close in the fourth quarter of the Company's 2025 fiscal year, subject to the satisfaction or waiver of customary closing conditions. Pursuant to the Westfall Agreement, the Company has agreed to issue shares of the Company's Class A common stock at the closing of the Westfall Transaction as part of the overall consideration, at a value per share equal to the volume-weighted average price ("VWAP") of the Company's Class A Common Stock for the 30-day period commencing 15 days prior to the Effective Date. Based on an assumed VWAP of $8.00, the Company would issue approximately one million shares at the closing. The Company will file an amendment to this Current Report on Form 8-K to report the final number of shares issued at the closing. Pursuant to the Westfall Agreement, the Company may also issue additional shares of its Class A common stock in fiscal year 2027 under an earnout provision in the Westfall Agreement (the "Earnout Shares") at a maximum aggregate value of $1.0 million. The exact number of Earnout Shares issued, if any, will depend on whether the earnout target is achieved and the trading price of the Company's Class A common stock. The Company will file another amendment to this Current Report on Form 8-K to report the final number of Earnout Shares issued, if any. The Company intends to issue the shares of Class A common stock in the Westfall Transaction in reliance upon the exemptions from registration afforded by Section 4(a)(2) and Rule 506 promulgated under the Securities Act of 1933, as amended.

Forward Looking Statements

Forward Looking Statements This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts contained in this Current Report on Form 8-K may be forward-looking statements. In some cases, you can identify forward-looking statements by terms such as "may," "will," "should," "expects," "plans," "anticipates," "could," "intends," "targets," "projects," "contemplates," "believes," "estimates," "predicts," "potential" or "continue" or the negative of these terms or other similar expressions. Forward-looking statements contained in this Current Report on Form 8-K include, but are not limited to, statements about the Company's pending acquisition of Westfall and the number of shares to be issued in the Westfall Transaction. Forward-looking statements are subject to known and unknown risks, uncertainties, assumptions and other factors. Some of these risks are described in greater detail in the Company's Prospectus dated November 18, 2025, filed with the Securities and Exchange Commission (the "SEC") on November 19, 2025, and in the other documents the Company files with the SEC from time to time, including its Quarterly Report on Form 10-Q for the quarter ended October 31, 2025, which the Company expects to file with the SEC on or around the date of this Current Report on Form 8-K . It is not possible for the Company's management to predict all risks, nor can it assess the impact of all factors on the Company's business or the extent to which any factor, or combination of factors, may cause the Company's actual results to differ materially from those contained in any forward-looking statements the Company may make. These factors may cause the Company's actual results, performance or achievements to differ materially and adversely from those anticipated or implied by the Company's forward-looking statements. Furthermore, if the Company's fo

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description 99.1 Press Release dated December 17, 2025 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Filed herewith.

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. GLOO HOLDINGS, INC Date: December 17, 2025 By: /s/ Paul Seamon Paul Seamon Chief Financial Officer

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