Gloo Holdings, Inc., together with its consolidated subsidiaries (“Gloo” or the “Company”), provides a breadth of products, services, and solutions to the two interconnected groups at the center of the faith and flourishing ecosystem: 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. The Company’s strategy is 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 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. By Powering Reach we help our customers expand awareness, deepen engagement and increase donor support through differentiated media, marketing, fundraising and data capabilities.

The Company’s platform strategy is underpinned by its growing leadership in Applied AI for the faith and flourishing ecosystem. The Company is leveraging advances in agentic AI, foundational models and services from leading AI providers, and innovations developed across its platform to apply AI to the real operations and mission-critical activities of churches, ministries and nonprofits.

The Gloo platform serves as a digital infrastructure between NCPs and CFLs. By facilitating efficient exchange between the two, Gloo enables both sides to succeed; CFLs gain access to better resources and NCPs benefit from efficient distribution and targeted reach. This creates a virtuous cycle, strengthening the platform with each interaction. The Gloo platform includes a suite of technology, marketplace, and service solutions offered directly from Gloo or from Gloo’s consolidated subsidiaries and equity method investments (“Gloo Capital Partners”).

Restructuring

During the three months ended July 31, 2026, management approved and initiated a strategic restructuring plan designed to streamline operations and reduce operating costs and cost of revenue. The plan involved a reduction in headcount affecting multiple departments, including Gloo 360, AI, and sales and marketing, as well as the termination of a vendor contract. In connection with the restructuring plan, the Company recorded total pre-tax restructuring charges of $4.4 million during the three months ended July 31, 2026, consisting primarily of severance and related employee benefits and a $1.0 million contract termination fee. Restructuring charges for the six months ended July 31, 2026 were $4.4 million, which includes an immaterial amount related to actions initiated prior to the current plan. These charges are reflected within the Condensed Consolidated Statements of Operations as follows: $1.9 million in sales and marketing, $1.5 million in product development, $0.8 million in general and administrative, and $0.2 million in cost of revenue. The Company does not expect to incur material additional charges under this plan. The contract termination fee was paid in full during the quarter ended July 31, 2026, and no further obligation remains. As of July 31, 2026, $2.3 million of accrued severance and related benefits remained outstanding within accrued compensation on the Condensed Consolidated Balance Sheet. The components of the restructuring charges are as follows:


	THREE MONTHS ENDED JULY 31,		SIX MONTHS ENDED JULY 31,
	2026		2026
	(in thousands)
Severance and Cash Termination Benefits	$	3,367	$	3,367
Other Associated Exit Costs		1,008		1,081
Total Restructuring Charges		4,375		4,448

Since inception, the Company has incurred cumulative losses from operations. The Company has funded its operations and capital needs primarily through equity and debt financings and revenue generated from operations. The Company held cash and cash equivalents of $39.3 million and had an accumulated deficit of $78.3 million as of July 31, 2026. Additionally, the Company incurred a net loss of $38.2 million and used $28.0 million of cash in operating activities for the six months ended July 31, 2026. The Company’s plans include generating revenue through subscriptions of its expanding technology and AI offerings, increased marketplace offerings and growing advertising services, as well as seeking external sources of liquidity. If adequate funds are not available, the Company will need to raise additional funds to meet its long-term strategic plans. 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. 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.

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. Management’s assessment considered the Company’s current financial condition, characterized by recurring operating losses, negative cash flows, limited liquid resources, and dependence on external financing, as well as the funds required to execute its business plan over the evaluation period. 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.

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.