As of July 31, 2026, the Company has not commenced any offering period or purchase period under the Gloo Holdings, Inc. 2025 Employee Stock Purchase Plan (the “ESPP”), and no shares have been issued under the ESPP.

As of July 31, 2026, there were 17.4 million shares of Class A common stock available for equity award issuance under the Gloo Holdings, Inc. 2025 Equity Incentive Plan (the “2025 Plan”). The number of shares available for issuance under the 2025 Plan shall be automatically increased by (i) the number of shares subject to awards granted under the Gloo Holdings, LLC Membership Unit Option Plan (the “2014 Plan”) that expire or otherwise terminate without having been exercised, or are withheld by the Company for payment of exercise price or for tax withholding obligations, with the maximum number of such shares to be added to the 2025 Plan equal to 4,356,272 and (ii) the lesser of (a) 10,800,000 shares, (b) five percent of the total number of shares of all classes of common stock of the Company outstanding on the last day of the immediately preceding fiscal year, or (c) such number of shares determined by the board of directors no later than the last day of the immediately preceding fiscal year, with such increase under (ii) effective on the first day of each fiscal year beginning February 1, 2026.

The grant date fair value of each option issued under both the 2014 Plan and the 2025 Plan was estimated using a Black-Scholes model. The weighted average estimated grant-date fair value of stock options granted under the 2014 Plan was $4.62 per unit during the six months ended July 31, 2025. The weighted average estimated grant-date fair value of stock options granted under the 2025 Plan was $3.37 per share for the six months ended July 31, 2026.

The options granted under the 2014 Plan and 2025 Plan are equity classified. The following table summarizes the activity during the six months ended July 31, 2026, of options granted under the 2014 Plan and 2025 Plan:


	Number of Options			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (Years)		Aggregate Intrinsic Value
	(in thousands, except weighted-average exercise price)
Outstanding as of January 31, 2026		13,243			7.77		8.9		0
Granted		588			6.01		—		—
Exercised		(22	)		3.90		—		—
Forfeited		(390	)		7.87		—		—
Expired		(55	)		4.98		—		—
Outstanding as of July 31, 2026		13,364			7.71		8.4		—
Exercisable as of July 31, 2026		3,959		$	7.82		6.6	$	—

For the six months ended July 31, 2026, the options exercised were immaterial, the cash received for the options exercised was $0.1 million and the total intrinsic value of the options exercised was immaterial.

Total stock-based compensation expense related to stock options was $2.2 million and $5.1 million during the three and six months ended July 31, 2026, respectively. The total stock based compensation expense related to stock options was $1.2 million and $1.9 million during the three and six months ended July 31, 2025, respectively. For the three and six months ended July 31, 2026, the Company’s capitalized stock-based compensation costs were immaterial and $0.1 million, respectively. These costs were immaterial for the comparative periods in 2025. As of July 31, 2026, there was approximately $32.3 million of unrecognized equity-based compensation related to unvested options to be expensed over a weighted average period of 3.7 years.

The following table summarizes the combined Class A and Class B restricted stock activity for the six months ended July 31, 2026:


	Number of Units		Weighted- Average Grant-Date Fair Value (per Unit)
	(in thousands)
Non-vested at January 31, 2026		364	$	8.0
Granted		—		—
Vested		—		—
Forfeited/Cancelled		—		—
Non-vested as of July 31, 2026		364	$	8.0

The Company recognized $0.5 million and $1.0 million of stock-based compensation expense related to awards of Class A restricted stock awards (“RSAs”) and Class B RSAs during the three and six months ended July 31, 2026, respectively. Remaining unamortized expense of $5.5 million is expected to be recognized over a weighted average period of 2.8 years.

During the year ended January 31, 2026, the Company granted 150,000 restricted stock units (“RSUs”), which had a grant date fair value of $8.00 per unit, in connection with initial appointments to the board of directors, with an aggregate grant-date fair value of $1.2 million. The RSUs vest in two equal tranches upon the first and second annual stockholders’ meetings following the grant date. Upon the vesting of the first tranche, 75,000 shares of Class A common stock were issued during the six months ended July 31, 2026.

The Company recognized $0.2 million and $0.4 million of stock-based compensation expense related to RSUs during the three and six months ended July 31, 2026, respectively. As of July 31, 2026, the remaining 75,000 RSUs granted remained outstanding. Remaining unamortized expense of $0.5 million is expected to be recognized over a weighted average period of 0.9 years.