DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

(AMENDMENT NO. )

Filed by the Registrant ☒

Filed by a party other than the Registrant ☐

Check the appropriate box:


☐	Preliminary Proxy Statement


☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))


☒	Definitive Proxy Statement


☐	Definitive Additional Materials


☐	Soliciting Material Pursuant to §240.14a-12

GLOO HOLDINGS, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):


☒	No fee required


☐	Fee paid previously with preliminary materials


☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

GLOO HOLDINGS, INC.

831 PEARL STREET

BOULDER, COLORADO 80302

NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS

To Be Held at 10:00 a.m., Mountain Time, on Monday, July 13, 2026

Dear Fellow Stockholders:

We are pleased to invite you to attend the 2026 annual meeting of stockholders of Gloo Holdings, Inc., to be held on Monday, July 13, 2026 at 10:00 a.m., Mountain Time. The annual meeting will be conducted virtually via live audio webcast. We are committed to ensuring that stockholders are afforded the same rights and opportunities to participate as they would at an in-person meeting. You will be able to attend the annual meeting virtually by visiting www.virtualshareholdermeeting.com/GLOO2026, where you will be able to listen to the meeting live, submit questions and vote online.

We are holding the annual meeting to act upon the following matters, as more fully described in the accompanying proxy statement:

•

to elect three Class I directors to hold office until our 2029 annual meeting of stockholders and until their respective successors are elected and qualified or until their earlier death, resignation or removal;

•

to ratify the appointment of Crowe LLP as our independent registered public accounting firm for our fiscal year ending January 31, 2027; and

•

to transact other business that may properly come before the annual meeting or any adjournments or postponements thereof.

Our board of directors has fixed the close of business on Friday, May 15, 2026 as the record date for the annual meeting. Only stockholders of record on May 15, 2026 are entitled to notice of and to vote at the annual meeting. Further information regarding voting rights and the matters to be voted upon is presented in the accompanying proxy statement.

Important Notice Regarding the Availability of Proxy Materials for the 2026 Annual Meeting of Stockholders to Be Held on July 13, 2026. We are mailing to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”), containing instructions on how to access our proxy statement for our annual meeting and our annual report to stockholders over the Internet. The Notice provides instructions on how to vote and includes instructions on how to receive a copy of our proxy materials and annual report by mail or e-mail. The Notice, our proxy statement and our annual report to stockholders can be accessed directly at the following Internet address: www.proxyvote.com, using the 16-digit control number located on the Notice or, if you requested to receive a printed copy of the proxy materials, your accompanying proxy card.

YOUR VOTE IS IMPORTANT. Whether or not you plan to attend the annual meeting, we urge you to submit your vote via the Internet, telephone or mail as soon as possible to ensure your shares are represented. For additional instructions on voting by telephone or the Internet, please refer to your proxy card. Returning the proxy does not deprive you of your right to attend the annual meeting and to vote your shares at the annual meeting.

On behalf of the directors, management and employees of Gloo, thank you for your continued support of and ownership in our company.

     By order of the Board of Directors,

    

     Scott Beck

    

     President and Chief Executive Officer

    

     Boulder, Colorado

    

     May 27, 2026

    

TABLE OF CONTENTS


	Page
QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND OUR ANNUAL MEETING	1
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE	8
PROPOSAL NO. 1: ELECTION OF CLASS I DIRECTORS	17
PROPOSAL NO. 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	18
REPORT OF THE AUDIT COMMITTEE	20
EXECUTIVE OFFICERS	21
EXECUTIVE COMPENSATION	22
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	27
RELATED PERSON TRANSACTIONS	29
OTHER MATTERS	35

GLOO HOLDINGS, INC.

PROXY STATEMENT

FOR 2026 ANNUAL MEETING OF STOCKHOLDERS

To be held at 10:00 a.m., Mountain Time, on Monday, July 13, 2026

The information provided in the “question and answer” format below is for your convenience only and is merely a summary of the information contained in this proxy statement. You should read this entire proxy statement carefully.

QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND OUR ANNUAL MEETING

Why am I receiving these materials?

This proxy statement and the form of proxy are furnished in connection with the solicitation of proxies by our board of directors for use at the 2026 annual meeting of stockholders of Gloo Holdings, Inc., a Delaware corporation, and any postponements, adjournments or continuations thereof. The annual meeting will be held on Monday, July 13, 2026 at 10:00 a.m., Mountain Time. The annual meeting will be conducted virtually via live audio webcast. You will be able to attend the annual meeting virtually by visiting www.virtualshareholdermeeting.com/GLOO2026, where you will be able to listen to the meeting live, submit questions and vote online during the meeting.

The Notice of Internet Availability of Proxy Materials, or Notice, containing instructions on how to access this proxy statement, the accompanying notice of annual meeting and form of proxy, and our annual report, is first being sent or given on or about Wednesday, May 27, 2026 to all stockholders of record as of Friday, May 15, 2026. The proxy materials and our annual report can be accessed as of Wednesday, May 27, 2026 by visiting https://investors.gloo.com/financial-information/sec-filings. If you receive a Notice, then you will not receive a printed copy of the proxy materials or our annual report in the mail unless you specifically request these materials. Instructions for requesting a printed copy of the proxy materials and our annual report are set forth in the Notice.

What proposals will be voted on at the annual meeting?

The following proposals will be voted on at the annual meeting:

•

the election of three Class I directors to hold office until our 2029 annual meeting of stockholders and until their respective successors are elected and qualified or until their earlier death, resignation or removal; and

•

the ratification of the appointment of Crowe LLP as our independent registered public accounting firm for our fiscal year ending January 31, 2027.

As of the date of this proxy statement, our management and board of directors were not aware of any other matters to be presented at the annual meeting.

How does the board of directors recommend that I vote on these proposals?

Our board of directors recommends that you vote your shares:

•

“FOR ALL” the director nominees named in this proxy statement; and

•

“FOR” the ratification of the appointment of Crowe LLP as our independent registered public accounting firm for our fiscal year ending January 31, 2027,

With respect to any other matter that properly comes before the annual meeting, the proxy holders will vote in accordance with their judgment on such matter.

Who is entitled to vote at the annual meeting?

Holders of our Class A and Class B common stock as of the close of business on Friday, May 15, 2026, the record date for the annual meeting, are entitled to notice of and to vote at the annual meeting and any postponement or adjournment of the meeting.

How many shares can be voted at the annual meeting?

As of the record date, there were 13,108,949 shares of our Class A common stock outstanding and 69,298,373 shares of our Class B common stock outstanding. Our Class A common stock and Class B common stock will vote as a single class on all matters described in this proxy statement for which your vote is being solicited. Stockholders are not permitted to cumulate votes with respect to the election of directors. Each share of Class A common stock is entitled to one vote on each matter properly brought before the annual meeting, and each share of Class B common stock is entitled to ten votes on each matter properly brought before the annual meeting. Our Class A common stock and Class B common stock are collectively referred to in this proxy statement as our common stock.

What is the difference between holding shares as a stockholder of record and as a beneficial owner?

As summarized below, there are some distinctions between shares held of record and those owned beneficially, or in “street name.”

Stockholders of Record

If your shares are registered directly in your name with our transfer agent, Fidelity Stock Transfer Solutions LLC, then you are considered the stockholder of record with respect to those shares, and the Notice was sent directly to you by us. As a stockholder of record, you have the right to grant your voting proxy directly to the individuals listed on the proxy card or to vote on your own behalf at the annual meeting. We have enclosed a proxy card for you to use. Throughout this proxy statement, we refer to these holders as “stockholders of record.”

Beneficial Owners, or “Street Name” Stockholders

If your shares are held in a brokerage account or by a broker, bank or other nominee, then you are considered the beneficial owner of shares held in street name, and the Notice was forwarded to you by your broker, bank or other nominee, which is considered the stockholder of record with respect to those shares. As a beneficial owner, you have the right to direct your broker, bank or other nominee on how to vote the shares held in your account by following the instructions that your broker, bank or other nominee sent to you. If you do not provide voting instructions, your shares may constitute broker non-votes. If you wish to participate in the meeting and your shares are held in street name, you must obtain, from the broker, bank or nominee that holds your shares, the information required, including a 16-digit control number, in order for you to be able to participate in, and vote at, the annual meeting. Throughout this proxy statement, we refer to these holders as “street name stockholders.”

What are broker non-votes and abstentions?

A “broker non-vote” occurs when a bank, broker or other nominee holding shares for a beneficial owner does not vote on a particular proposal because that holder does not have discretionary voting power for that particular item and has not received instructions from the beneficial owner. If you are a street name stockholder, your bank, broker or other nominee holder of record is permitted to vote your shares on the ratification of the independent registered public accounting firm, which is a routine matter, even if the record holder does not receive voting instructions from you. Absent instructions from you, the record holder may not vote on any non-routine matter, including for example, a director election, a matter relating to executive compensation or any stockholder proposal. In that case, without your voting instructions, a broker non-vote will occur. You should consult your bank, broker or other nominee holder if you have questions about this.

An “abstention” will occur at the annual meeting if your shares of common stock are deemed to be present at the annual meeting, either because you virtually attend the annual meeting or because you have properly completed and returned a proxy, but you do not vote on any proposal or other matter which is required to be voted on by our stockholders at the annual meeting.

Is there a list of registered stockholders entitled to vote at the annual meeting?

A list of registered stockholders entitled to vote at the annual meeting will be made available for examination by any stockholder for any purpose germane to the meeting for a period of at least ten days prior to the meeting between the hours of 9:00 a.m. and 5:00 p.m., Mountain Time, at our principal executive offices located at 831 Pearl Street, Boulder, Colorado 80302. If you would like to view the list, please contact our corporate secretary to schedule an appointment by calling (303) 381-2645 or writing to Gloo Holdings, Inc., 831 Pearl Street, Boulder, Colorado 80302.

How many votes are needed for approval of each proposal?

Proposal No. 1—Election of directors

Each director is elected by a plurality of the voting power of the shares present in person (including virtually) or represented by proxy at the annual meeting and entitled to vote on the election of directors. A plurality means that the nominees with the largest number of FOR votes are elected as directors. You may (1) vote “FOR ALL” director nominees named herein, (2) “WITHHOLD ALL” votes for all such director nominees or (3) vote “FOR ALL EXCEPT,” which is a vote for all director nominees other than any nominees with respect to whom your vote is specifically withheld by indicating such in the space provided on the proxy. Because the outcome of this proposal will be determined by a plurality vote, any shares not voted FOR a particular nominee, whether as a result of choosing to WITHHOLD authority to vote or a broker non-vote, will have no effect on the outcome of the election.

Proposal No. 2—Ratification of independent registered public accounting firm

The ratification of the appointment of Crowe LLP as our independent registered public accounting firm for our fiscal year ending January 31, 2027 requires the affirmative vote of a majority of the voting power of the shares present in person (including virtually) or represented by proxy at the annual meeting and entitled to vote thereon. You may vote “FOR” or “AGAINST” this proposal, or you may indicate that you wish to “ABSTAIN” from voting on this proposal. Abstentions will have the same effect as a vote AGAINST this proposal. Because this is a routine proposal, we do not expect any broker non-votes on this proposal.

What is the quorum requirement for the annual meeting?

A quorum is the minimum number of shares required to be present or represented by proxy at the annual meeting for the meeting to be properly held under our amended and restated bylaws and Delaware law. The presence, in person (including virtually) or by proxy, of holders of a majority of the voting power of our capital stock issued and outstanding and entitled to vote will constitute a quorum to transact business at the annual meeting. Abstentions, choosing to withhold authority to vote and broker non-votes are counted as present and entitled to vote for purposes of determining a quorum. If there is no quorum, the chairperson of the meeting may adjourn the meeting to another time or place. At such adjourned meeting at which a quorum is present or represented, any business may be transacted that might have been transacted at the original meeting.

How do I vote and what are the voting deadlines?

Stockholders of Record

If you are a stockholder of record, you may vote in one of the following ways

•

by Internet at www.proxyvote.com, 24 hours a day, seven days a week, until 11:59 p.m., Eastern Time, on July 12, 2026 (have your Notice or proxy card in hand when you visit the website);

•

by toll-free telephone at 1-800-690-6903, 24 hours a day, seven days a week, until 11:59 p.m., Eastern Time, on July 12, 2026 (have your Notice or proxy card in hand when you call);

•

by completing, signing and mailing your proxy card (if you received printed proxy materials), which must be received by 11:59 p.m., Eastern Time, on July 12, 2026; or

•

by attending the annual meeting virtually by visiting www.virtualshareholdermeeting.com/GLOO2026, where you may vote during the meeting (have your Notice or proxy card in hand when you visit the website).

Submitting your proxy by Internet, by telephone or by mail will in no way limit your right to vote at the annual meeting if you later decide to attend virtually. Even if you currently plan to virtually attend the annual meeting, we recommend that you also submit your proxy as described above so that your vote will be counted if you later decide not to attend the annual meeting.

Street Name Stockholders

If you are a street name stockholder, then you will receive voting instructions from your broker, bank or other nominee. The availability of Internet and telephone voting options will depend on the voting process of your broker, bank or other nominee. We therefore recommend that you follow the voting instructions in the materials you receive. If your voting instruction form or Notice indicates that you may vote your shares through the proxyvote.com website, then you may vote those shares at the annual meeting with the control number indicated on that voting instruction form or Notice. Otherwise, you may not vote your shares at the annual meeting unless you obtain a legal proxy from your broker, bank or other nominee.

What if I do not specify how my shares are to be voted or fail to provide timely directions to my broker, bank or other nominee?

Stockholders of Record

If you are a stockholder of record and you submit a proxy, but you do not provide voting instructions, your shares will be voted:

•

“FOR ALL” director nominees named in this proxy statement; and

•

“FOR” the ratification of the appointment of Crowe LLP as our independent registered public accounting firm for our fiscal year ending January 31, 2027.

In addition, if any other matters are properly brought before the annual meeting, the persons named as proxies will be authorized to vote or otherwise act on those matters in accordance with their judgment.

Street Name Stockholders

Brokers, banks and other nominees holding shares of common stock in street name for customers are generally required to vote such shares in the manner directed by their customers. In the absence of timely directions, your broker, bank or other nominee will have discretion to vote your shares on our sole routine matter: the proposal to ratify the appointment of Crowe LLP as our independent registered public accounting firm for our fiscal year ending January 31, 2027. Your broker, bank or other nominee will not have discretion to vote on any other proposals, including the election of directors, which are considered non-routine matters, absent direction from you. In the event that your broker, bank or other nominee votes your shares on our sole routine matter, but is not able to vote your shares on the non-routine matters, then those shares will be treated as broker non-votes with respect to the non-routine proposals. Accordingly, if you own shares through a nominee, such as a broker or bank, please be sure to instruct your nominee how to vote to ensure that your shares are counted on each of the proposals.

Can I change my vote or revoke my proxy after I return my proxy card?

Stockholder of Record

If you are a stockholder of record, you can change your vote or revoke your proxy before the annual meeting by:

•

entering a new vote by Internet or telephone prior to 11:59 p.m., Eastern Time, on July 12, 2026;

•

completing and returning a later-dated proxy card, which must be received prior to 11:59 p.m., Eastern Time, on July 12, 2026;

•

delivering a written notice of revocation to our corporate secretary at Gloo Holdings, Inc., 831 Pearl Street

•

Boulder, Colorado 80302, Attention: Secretary, which must be received by 11:59 p.m., Eastern Time, on July 12, 2026; or

•

virtually attending and voting at the annual meeting (although attendance at the annual meeting will not, by itself, revoke a proxy).

Street Name Stockholders

If you are a street name stockholder, then your broker, bank or other nominee can provide you with instructions on how to change your vote or revoke your proxy.

What do I need to do to attend the annual meeting?

We will be hosting the annual meeting via live audio webcast only. The live audio webcast of the annual meeting will be available for listening by the general public, but participation in the annual meeting, including voting shares and submitting questions, will be limited to stockholders. Attendees will be required to comply with meeting the guidelines and procedures available at www.virtualshareholdermeeting.com/GLOO2026.

Stockholders of Record

If you were a stockholder of record as of the record date, then you may attend the annual meeting virtually, and will be able to submit your questions during the meeting and vote your shares electronically during the meeting by visiting www.proxyvote.com. To attend and participate in the annual meeting, you will need the 16-digit control number included on your Notice or proxy card. If you lose your control number, you may join the annual meeting as a “Guest” but you will not be able to vote, ask questions or access the list of stockholders as of the close of business as of the record date. The annual meeting live audio webcast will begin promptly at 10:00 a.m., Mountain Time. We encourage you to access the meeting prior to the start time. Online check-in will begin at 9:45 a.m., Mountain Time, and you should allow ample time for the check-in procedures.

Street Name Stockholders

If you were a street name stockholder as of the record date and your voting instruction form or Notice indicates that you may vote your shares through the proxyvote.com website, then you may access and participate in the annual meeting with the control number indicated on that voting instruction form or Notice. Otherwise, street name stockholders should contact their bank, broker or other nominee and obtain a legal proxy in order to be able to attend and participate in the annual meeting.

Can I ask questions at the annual meeting?

You may submit questions via the Internet during the annual meeting by participating in the webcast at www.virtualshareholdermeeting.com/GLOO2026. We will answer timely submitted questions on a matter to be voted on at the annual meeting before voting is closed on the matter. Following adjournment of the formal business of the annual meeting, we will address appropriate general questions from stockholders regarding our company in the order in which the questions are received. Questions received during the annual meeting will be presented as submitted, uncensored and unedited, except that we may omit certain personal details for data privacy protection issues and we may edit profanity or other inappropriate language. If we receive substantially similar questions, we will group those questions together and provide a single response to avoid repetition. Additional information regarding the submission of questions during the annual meeting can be found in our 2026 Rules of Conduct and Procedure, available at www.virtualshareholdermeeting.com/GLOO2026.

As noted above, if you lose your control number, you may join the annual meeting as a “Guest” but you will not be able to vote, ask questions or access the list of stockholders as of the close of business as of the record date.

How can I get help if I have trouble checking in or listening to the annual meeting online?

Online check-in to the annual meeting webcast will begin at 9:45 a.m., Mountain Time. You should allow ample time to log in to the meeting webcast and test your computer audio system. During online check-in and continuing through the duration of the annual meeting, we will have technicians standing by to assist you with any technical difficulties you may have accessing the annual meeting. If you encounter difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the virtual meeting log-in page.

What is the effect of giving a proxy?

Proxies are solicited by and on behalf of our board of directors. Scott Beck, our President and Chief Executive Officer, Paul Seamon, our Chief Financial Officer, and Jared Warner, our Chief Administrative Officer, have been designated as proxy holders for the annual meeting by our board of directors. When proxies are properly dated, executed and returned, the shares represented by such proxies will be voted at the annual meeting in accordance with the instructions of the stockholder. If the proxy is dated and signed, but no specific instructions are given, the shares will be voted in accordance with the recommendations of our board of directors on the proposals as described above. If any other matters are properly brought before the annual meeting, then the proxy holders will use their own judgment to determine how to vote your shares. If the annual meeting is postponed or adjourned, then the proxy holders can vote your shares on the new meeting date, unless you have properly revoked your proxy, as described above.

Who will count the votes?

We have retained Broadridge Financial Solutions to tabulate the votes and serve as the independent inspector of election for the annual meeting.

How can I contact Gloo’s transfer agent?

You may contact our transfer agent, Fidelity Stock Transfer Solutions LLC, by telephone at 833-500-1036, or by emailing Fidelity Stock Transfer Solutions LLC, at FSTOperations@fmr.com. You may also access instructions with respect to certain stockholder matters (such as a change in your address) via the Internet at Fidelity.com/NetBenefits.com.

How are proxies solicited for the annual meeting and who is paying for such solicitation?

Our board of directors is soliciting proxies for use at the annual meeting by means of the proxy materials. We will bear the entire cost of proxy solicitation, including the preparation, assembly, printing, mailing and distribution of the proxy materials. If you choose to access the proxy materials or vote over the Internet, however, you are responsible for Internet access charges you may incur. Copies of solicitation materials will also be made available upon request to brokers, banks and other nominees to forward to the beneficial owners of the shares held of record by such brokers, banks or other nominees, and we will reimburse the reasonable out-of-pocket expenses they incur in doing so. The original solicitation of proxies may be supplemented by solicitation by telephone, electronic communications or other means by our directors, officers or employees. No additional compensation will be paid to these individuals for any such services, although we may reimburse such individuals for their reasonable out-of-pocket expenses in connection with such solicitation. At our discretion, we may engage a proxy solicitation firm to assist us with the solicitation process, for which we will bear the costs of any such engagement.

Where can I find the voting results of the annual meeting?

We will disclose voting results on a Current Report on Form 8-K that we will file with the U.S. Securities and Exchange Commission (the “SEC”), within four business days after the meeting. If final voting results are not available to us in time to file a Form 8-K, we will file a Form 8-K to publish preliminary results and will provide the final results in an amendment to the Form 8-K as soon as they become available.

Why did I receive a Notice of Internet Availability instead of a full set of proxy materials?

In accordance with the rules of the SEC, we have elected to furnish our proxy materials, including this proxy statement and our annual report, primarily via the Internet. We believe that this process expedites stockholders’ receipt of the proxy materials, lowers the costs of the annual meeting and helps conserve natural resources. As a result, we are mailing to our stockholders a Notice instead of a paper copy of the proxy materials. The Notice contains instructions on how to access our proxy materials on the Internet, how to vote on the proposals, how to request printed copies of the proxy materials and our annual report, and how to request to receive all future proxy materials in printed form by mail or electronically by e-mail. We encourage stockholders to take advantage of the availability of the proxy materials on the Internet to help reduce our costs and the environmental impact of our annual meetings. We may, at our discretion, voluntarily choose to mail or deliver a paper copy of the proxy materials, including our proxy statement and annual report, to one or more stockholders.

Can I access the proxy statement and annual report on the Internet?

Yes. As noted above, we are furnishing our proxy materials to our stockholders via the Internet, except for those stockholders who have elected to receive paper copies. We highly recommend that you receive electronic delivery of our proxy statements, annual reports and other stockholder communications. This helps reduce the use of paper and reduces our printing, postage and other costs. If you have previously requested paper copies of such materials, you can elect to receive electronic copies when you vote on the Internet.

This proxy statement, the form of proxy card and our annual report are available at www.virtualshareholdermeeting.com/GLOO2026. If you are a stockholder of record who has requested to receive paper copies of the proxy materials and would like to access our future proxy statements and annual reports electronically instead of receiving paper copies in the mail, there are several ways to do this. You can mark the appropriate box on your proxy card or follow the instructions if you vote by telephone or the Internet. If you choose to access future proxy statements and annual reports on the Internet, you will receive a proxy card in the mail next year with instructions containing the Internet address for those materials. Your choice will remain in effect until you advise us otherwise. If you have Internet access, we hope you make this choice.

What does it mean if I receive more than one Notice or more than one set of printed proxy materials?

If you receive more than one Notice or more than one set of printed proxy materials, then your shares may be registered in more than one name and/or may be registered in different accounts. Please follow the voting instructions on each Notice or each set of printed proxy materials, as applicable, to ensure that all of your shares are voted.

I share an address with another stockholder, and we received only one copy of the Notice or proxy statement and annual report. How may I obtain an additional copy of the Notice or proxy statement and annual report?

We have adopted a procedure approved by the SEC called “householding,” under which we can deliver a single copy of the Notice and, if applicable, the proxy statement and annual report, to multiple stockholders who share the same address unless we receive contrary instructions from one or more stockholders. This procedure reduces our printing and mailing costs. Stockholders who participate in householding will continue to be able to access and receive separate proxy cards. Upon written or oral request, we will deliver promptly a separate copy of the Notice and, if applicable, the proxy statement and annual report, to any stockholder at a shared address to which we delivered a single copy of these documents. To receive a separate copy, or, if you are receiving multiple copies, to request that we only send a single copy of next year’s Notice or proxy statement and annual report, as applicable, you may contact us as follows:

Gloo Holdings, Inc.

Attention: Investor Relations

831 Pearl Street

Boulder, Colorado 80302

Tel: (303) 381-2645

Street name stockholders may contact their broker, bank or other nominee to request information about householding.

Who should I contact if I have questions?

If you are a holder of our common stock through a brokerage account and you have any questions or need assistance in voting your shares, you should contact the broker or bank where you hold the account.

If you are a registered holder of our common stock and you have any questions or need assistance in voting your shares, please email our Investor Relations department at investor@gloo.us.

As an additional resource, the SEC website has a variety of information about the proxy voting process at www.sec.gov/spotlight/proxymatters.shtml.

NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION OTHER THAN THOSE CONTAINED IN THIS PROXY STATEMENT, AND, IF GIVEN OR MADE, SUCH INFORMATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED. UNDER NO CIRCUMSTANCES DOES THE DELIVERY OF THIS PROXY STATEMENT CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN OUR AFFAIRS SINCE THE DATE OF THIS PROXY STATEMENT.

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Composition of the Board

Our board of directors currently consists of eight directors, five of whom are independent under the listing standards of the Nasdaq Stock Market (“Nasdaq”). Our board of directors is divided into three classes with staggered three-year terms. Thus, at each annual meeting of stockholders, a class of directors will be elected for a three-year term to succeed the class whose term is then expiring.

The following table sets forth the names, ages as of Friday, May 15, 2026, and certain other information for each of our directors and director nominees:


					Current	Expiration of Term for Which
Name	Class	Age		Position(s)	Term Expires	Nominated
Nominees for Director
Bishop Claude Alexander, Jr.(2)(3)	I		62	Director	2026	2029
John Furst(4)(5)	I		67	Director	2026	2029
Derek Green(1)	I		39	Director	2026	2029
Continuing Directors
Robert Gruenewald	II		49	Director	2027	—
Nona Jones(2)(3)	II		43	Director	2027	—
Scott Beck	III		67	President, Chief Executive Officer, and Director	2028	—
Patrick Gelsinger	III		65	Executive Chair and Director	2028	—
Elizabeth Grennan(1)(6)	III		52	Director	2028	—

(1)

Member of audit committee

(2)

Member of compensation committee

(3)

Member of nominating and corporate governance committee

(4)

Chairperson of audit committee

(5)

Chairperson of compensation committee

(6)

Chairperson of nominating and corporate governance committee

Nominees for Director—Class I

Bishop Claude Alexander, Jr. has served on our board of directors since December 2022. Bishop Alexander has served as senior pastor of The Park Church in Charlotte, North Carolina since August 1990, as chief executive officer of The Park Expo and Conference Center since November 2006, and as vice presiding bishop of the Kingdom Association of Covenant Pastors since 2008. He also provided business development consulting services to Crowe LLP, a public accounting firm, from January 2023 to March 2024. Bishop Alexander serves on several boards of directors and has authored numerous devotional books. Bishop Alexander graduated from Gordon-Conwell Theological Seminary with a Doctorate of Ministry, from Pittsburgh Theological Seminary with a Master in Divinity and from Morehouse College with a Bachelor of Art in Philosophy. We believe Bishop Alexander is qualified to serve on our board of directors because of his extensive senior management experience in Christian organizations.

John Furst has served on our board of directors since July 2019. Mr. Furst has more than 35 years of experience in leveraged acquisitions and private investments. Mr. Furst is the founder of Oak Stream Investors, a private investment firm founded in 2008. He manages his own capital making investments in real estate, oil and gas, fixed income securities and public and private equities. Mr. Furst has served on the board of directors of Capital Southwest Corporation, a credit provider to small and medium sized businesses listed on Nasdaq, since 2014. Mr. Furst has also served on the board of directors for Drilling Tools International, a provider of tools for land and offshore drilling listed on Nasdaq, since 2012. Prior to founding Oak Stream Investors, Mr. Furst worked in a variety of roles at investment banks and private equity firms, including as a partner with Hicks Muse Tate & Furst. Mr. Furst is also an adjunct professor at the University of North Texas and the University of Texas at Dallas, where he teaches finance and investments. Mr. Furst graduated from the Graduate School of Business at the University of Texas at Austin with a Master of Business Administration and from Arizona State University with a Bachelor of Science in Finance & Accounting. We believe Mr. Furst is qualified to serve on our board of directors because of his experience on other public company boards of directors and his extensive financial experience.

Derek Todd Green has served on our board of directors since April 2021. Mr. Green has served as the vice president of investments at HL American Investments LLC, the investment office of Hobby Lobby Stores, Inc. and the Green family, since May 2013. Before his current role, Mr. Green founded and sold a document services company and held multiple roles at Hobby Lobby. We believe Mr. Green is qualified to serve on our board of directors because of his business and entrepreneurial experience.

Continuing Directors—Class II

Robert Gruenewald has served on our board of directors since January 2025. Mr. Gruenewald is the founder and chief executive officer of YouVersion, a consumer faith platform founded in 2008. Mr. Gruenewald has also served as pastor, director and innovation leader at Life.Church since 2001. Before his current roles, Mr. Gruenewald founded and sold two technology companies and held multiple roles at venture capital firms. Mr. Gruenewald graduated from Southern Nazarene University with a Bachelor of Science in Finance. We believe Mr. Gruenewald is qualified to serve on our board of directors because of his long-standing experience running a faith-based technology company.

Nona Jones has served on our board of directors since March 2023. Ms. Jones has served as the chief executive officer of Inside Out Leadership, a leadership coaching provider, since October 2024. Ms. Jones previously served as the chief content and partnerships officer and global ambassador at YouVersion from February 2023 to January of 2025 and as the head of global faith partnerships at Meta Platforms, Inc. from August 2017 to January 2023. Ms. Jones graduated from the University of Florida with a Master of Business Administration and a Bachelor of Arts in Communications. We believe Ms. Jones is qualified to serve on our board of directors because of her experience in executive management positions and as the head of a faith-based team of a public company.

Continuing Directors—Class III

Scott Beck has served as our president and chief executive officer since inception. Mr. Beck has also served as the chief executive officer and founder of Tango since 1997 and as partner and vice chairman of Pacific Dental Services since 2005. He previously served as vice chairman and chief operating officer of Blockbuster Entertainment from 1986 to 1993, chairman and chief executive officer of Boston Market from 1992 to 1997 and founder and chairman of Einstein Bros Bagels from 1994 to 1997. Mr. Beck graduated from Southern Methodist University with a Bachelor of Science in Finance, Accounting and Business. We believe Mr. Beck is qualified to serve on our board of directors given his perspective, experience and institutional knowledge as our co-founder and chief executive officer.

Patrick Gelsinger has served as our executive chair and head of technology since March 2025 and as a member of our board of directors since August 2016. In his role as head of technology, Mr. Gelsinger is responsible for the direct oversight of all product, engineering and go-to-market strategies for Gloo AI, Gloo Workspace, Gloo Media Network and Gloo360. Mr. Gelsinger also provides strategic and technical leadership to Gloo Capital Partners. Mr. Gelsinger has served as a general partner of Playground Global, LLC, an early-stage venture capital fund, since March 2025. Mr. Gelsinger began his career in 1979 at Intel Corporation, a computer and semiconductor company, holding a variety of roles, including chief technology officer, and overseeing the creation of key industry technologies like USB and Wi-Fi, before leaving to explore different opportunities and eventually returning to serve as chief executive officer from February 2021 until December 2024. Mr. Gelsinger also served on Intel’s board of directors from February 2021 to December 2024. While not at Intel, Mr. Gelsinger served as chief executive officer of VMware, Inc., from September 2012 to February 2021. Mr. Gelsinger helped to transform VMware into a recognized leader in cloud infrastructure, enterprise mobility and cybersecurity and was a member of VMware’s board of directors from September 2012 until February 2021. Mr. Gelsinger also served as a member of the board of directors of Mobileye Global Inc., an autonomous driving company listed on Nasdaq, from September 2022 to December 2024. Mr. Gelsinger graduated from Stanford University with a Master of Electrical Engineering and from Santa Clara University with a Bachelor of Science in Electrical Engineering. We believe Mr. Gelsinger is qualified to serve as the chairman of our board of directors because of his extensive experience as a public company executive and as a member of public company boards of directors.

Elizabeth Grennan has served on our board of directors since April 2025. Ms. Grennan has served as the chief client officer at Simpson Thacher & Bartlett LLP, a global law firm, since April 2025. Prior to that, Ms. Grennan was a partner at McKinsey & Company from May 2016 to March 2025. Earlier in her career, Ms. Grennan served as general counsel to emerging technology companies. Ms. Grennan graduated from the University of Virginia School of Law with a Juris Doctorate, from the London School of Economics with a Master of Science in Public Policy & Public Administration and from the University of California, Los Angeles with a Bachelor of Arts in Political Science. We believe Ms. Grennan is qualified to serve on our board of directors because of her experience advising multi-faceted companies on legal and technology matters.

Director Independence

Based on information provided by each director concerning his or her background, employment and affiliations, our board of directors has determined that Bishop Alexander, Mr. Furst, Mr. Green, Ms. Grennan, and Ms. Jones, representing five of our eight directors, do not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is an “independent director” as defined under the listing standards of the Nasdaq Stock Market. In making these determinations, our board of directors considered the current and prior relationships that each non-employee director has with our company and all other facts and circumstances that our board of directors deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each non-employee director, and the transactions involving them described in the section titled “Certain Relationships and Related Person Transactions.”

Audit committee members must also satisfy the additional independence criteria set forth in Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the listing standards of the Nasdaq Stock Market applicable to audit committee members. Compensation committee members must also satisfy the additional independence criteria set forth in Rule 10C-1 under the Exchange Act and the listing standards of the Nasdaq Stock Market applicable to compensation committee members.

There are no family relationships among any of our directors or executive officers.

Board Leadership Structure and Role of Lead Independent Director

Mr. Gelsinger serves as the chairperson of the board of directors and Mr. Beck serves as our chief executive officer. The roles of chief executive officer and chairperson of the board of directors are currently separated in recognition of the differences between the two roles. We believe that it is in the best interests of our stockholders for the board of directors to determine whether to separate or combine these roles each time it elects a new chair or appoints a chief executive officer, based on the relevant facts and circumstances applicable at the time. Our board of directors has determined that its structure is appropriate to fulfill its duties effectively and efficiently, so that our chief executive officer can focus on leading our company, while the chair can focus on leading the board of directors in overseeing management.

Role of Board in Risk Oversight Process

Risk is inherent with every business, and we face a number of risks, including strategic, financial, business and operational, legal and compliance and reputational. We have designed and implemented processes to manage risk in our operations. Management is responsible for the day-to-day management of risks we face, while our board of directors, as a whole and assisted by its committees, has responsibility for the oversight of risk management. Our board reviews strategic and operational risk in the context of discussions, question and answer sessions, and reports from the management team at each regular board meeting, receives reports on all significant committee activities at each regular board meeting, and evaluates the risks inherent in significant transactions.

In addition, our board has tasked designated standing committees with oversight of certain categories of risk management. Our audit committee assists our board in fulfilling its oversight responsibilities with respect to risk management in the areas of internal control over financial reporting and disclosure controls and procedures, legal and regulatory compliance, potential conflicts of interest, and also, among other things, discusses with management and the independent auditor guidelines and policies with respect to risk assessment and risk management. Our compensation committee assesses risks relating to our executive compensation plans and arrangements, and whether our compensation policies and programs have the potential to encourage excessive risk taking. Our nominating and corporate governance committee assesses risks relating to our corporate governance practices and the independence of the board.

Our board of directors believes its current leadership structure supports the risk oversight function of the board.

Board Committees

Our board of directors has established the following standing committees of the board: audit committee, compensation committee and nominating and corporate governance committee. The composition and responsibilities of each of the committees of our board of directors is described below.

Audit Committee

The current members of our audit committee are Mr. Furst, Mr. Green and Ms. Grennan, with Mr. Furst serving as chairperson, each of whom meets the requirements for independence under the rules and regulations of the SEC and the listing standards of the Nasdaq Stock Market applicable to audit committee members. Each member of our audit committee also meets the financial literacy requirements of the listing standards of the Nasdaq Stock Market. In addition, our board of directors has determined that Mr. Furst is an audit committee financial expert within the meaning of Item 407(d) of Regulation S-K under the Securities Act of 1933, as amended (the “Securities Act”).

Our audit committee is responsible for, among other things:

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selecting, retaining, compensating, evaluating, overseeing and, where appropriate, terminating our independent registered public accounting firm;

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reviewing and approving the scope and plans for the audits and the audit fees and approving all non-audit and tax services to be performed by the independent auditor;

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evaluating the independence and qualifications of our independent registered public accounting firm;

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reviewing our financial statements, and discussing with management and our independent registered public accounting firm the results of the annual audit and the quarterly reviews;

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reviewing and discussing with management and our independent registered public accounting firm the quality and adequacy of our internal controls and our disclosure controls and procedures;

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discussing with management our procedures regarding the presentation of our financial information, and reviewing earnings press releases and guidance;

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overseeing the design, implementation and performance of our internal audit function, if any;

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setting hiring policies with regard to the hiring of employees and former employees of our independent auditor and overseeing compliance with such policies;

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reviewing, approving and monitoring related party transactions;

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reviewing and monitoring compliance with our code of business conduct and ethics (the “Code of Ethics”), and reviewing conflicts of interest of our board members and officers;

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adopting and overseeing procedures to address complaints regarding accounting, internal accounting controls and auditing matters, including confidential, anonymous submissions by our employees of concerns regarding questionable accounting or auditing matters;

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reviewing and discussing with management and our independent auditor the adequacy and effectiveness of our legal, regulatory and ethical compliance programs; and

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reviewing and discussing with management and our independent auditor our guidelines and policies to identify, monitor and address enterprise risks.

Our audit committee operates under a written charter that satisfies the applicable rules and regulations of the SEC and the listing standards of the Nasdaq Stock Market. A copy of the charter of our audit committee is available on our website at https://investors.gloo.com/corporate-governance/documents-charters. During fiscal 2025, our audit committee held three meetings.

Compensation Committee

The current members of our compensation committee are Mr. Furst, Ms. Jones and Bishop Alexander. Mr. Furst is the chairperson of our compensation committee. Our board of directors has determined that each member of our compensation committee meets the requirements for independence for compensation committee members under the rules and regulations of the SEC and the listing standards of the Nasdaq Stock Market. Each member of our compensation committee is also a non-employee director, as defined pursuant to Rule 16b-3 promulgated under the Exchange Act. Our compensation committee is responsible for, among other things:

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reviewing, approving or making recommendations to our board of directors regarding the compensation for our executive officers, including our chief executive officer;

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reviewing, approving and administering our employee benefit and equity incentive plans and overall compensation philosophy;

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establishing and reviewing the compensation plans and programs of our employees, and ensuring that they are consistent with our general compensation strategy;

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determining non-employee director compensation;

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advising the board on management proposals to stockholders on executive compensation matters;

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reviewing and discussing compensation risk;

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preparing the report of the compensation committee required by the rules and regulations of the SEC; and

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approving or making recommendations to our board of directors regarding the creation or revision of any clawback policy.

Our compensation committee operates under a written charter that satisfies the applicable rules and regulations of the SEC and the listing standards of the Nasdaq Stock Market. A copy of the charter of our compensation committee is available on our website at https://investors.gloo.com/corporate-governance/documents-charters. During fiscal 2025, our compensation committee held one meeting.

Nominating and Corporate Governance Committee

The current members of our nominating and corporate governance committee are Ms. Grennan, Bishop Alexander and Ms. Jones. Ms. Grennan is the chairperson of our nominating and corporate governance committee. Our board of directors has determined that each member of our nominating and corporate governance committee meets the requirements for independence for nominating and corporate governance committee members under the listing standards of the Nasdaq Stock Market. Our nominating and corporate governance committee is responsible for, among other things:

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reviewing, assessing, and making recommendations to our board of directors regarding, desired qualifications, expertise and characteristics sought of board members;

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identifying, evaluating, selecting or making recommendations to our board of directors regarding nominees for election to our board of directors;

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developing policies and procedures for considering stockholder nominees for election to our board of directors;

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reviewing and making recommendations to our board of directors regarding the composition, organization and governance of our board of directors and its committees;

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reviewing and making recommendations to our board of directors regarding our corporate governance guidelines and corporate governance framework;

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overseeing director orientation for new directors and continuing education for our directors;

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overseeing the evaluation of the performance of our board of directors and its committees;

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administer policies and procedures for constituencies involved with the Company to communicate with the non-management board members;

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reviewing and discussing with management disclosure of our corporate governance practices; and

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administering policies and procedures for communications with the non-management members of our board of directors.

Our nominating and corporate governance committee operates under a written charter that satisfies the applicable listing standards of the Nasdaq Stock Market. A copy of the charter of our nominating and corporate governance committee is available on our website at https://investors.gloo.com/corporate-governance/documents-charters. During fiscal 2025, our nominating and corporate governance committee held one meeting.

Attendance at Board and Stockholder Meetings

During fiscal 2025, our board of directors held six meetings (including regularly scheduled and special meetings), and each director attended at least 75% of the aggregate of (1) the total number of meetings of the board of directors held during the period for which he or she has been a director and (2) the total number of meetings held by all committees on which he or she served during the periods that he served.

Although we do not have a formal policy regarding attendance by members of our board of directors at the annual meetings of stockholders, we encourage, but do not require, directors to attend. This annual meeting will be our first annual meeting of our stockholders.

Compensation Committee Interlocks and Insider Participation

During fiscal 2025, the members of our compensation committee were Mr. Furst, Ms. Jones and Bishop Alexander. None of the members of our compensation committee is or has been an officer or employee of our company. None of our executive officers currently serves, or in the past fiscal year has served, as a member of the board of directors or compensation committee (or other board committee performing equivalent functions) of any entity that has one or more executive officers serving on our board of directors or compensation committee.

Considerations in Evaluating Director Nominees

Our nominating and corporate governance committee uses a variety of methods for identifying and evaluating potential director nominees. In its evaluation of director candidates, including the current directors eligible for re-election, our nominating and corporate governance committee will consider the current size and composition of our board of directors, the needs of our board of directors and the respective committees of our board of directors, and other director qualifications. While our board has not established minimum qualifications for board members, some of the factors that our nominating and corporate governance committee considers in assessing director nominee qualifications include, without limitation, character, professional ethics and integrity, judgment, business acumen, proven achievement and competence in one’s field, the ability to exercise sound business judgment, tenure on our board of directors and skills that are complementary to the board, an understanding of our business, an understanding of the responsibilities that are required of a member of our board of directors, other time commitments, diversity with respect to professional background, education, race, ethnicity, gender, age and geography, as well as other individual qualities and attributes that contribute to the total mix of viewpoints and experience represented on our board. Our board of directors believes that the board should represent the balanced, best interests of our stockholders as a whole rather than special interest groups or constituencies.

If our nominating and corporate governance committee determines that an additional or replacement director is required, then the committee may take such measures as it considers appropriate in connection with its evaluation of a director candidate, including candidate interviews, inquiry of the person or persons making the recommendation or nomination, engagement of an outside search firm to gather additional information, or reliance on the knowledge of the members of the committee, board or management.

After completing its review and evaluation of director candidates, our nominating and corporate governance committee recommends to our full board of directors the director nominees for selection. Our nominating and corporate governance committee has discretion to decide which individuals to recommend for nomination as directors, and our board of directors has the final authority in determining the selection of director candidates for nomination to our board.

Board Skills and Experience

Our Board has strong business experience, relevant leadership skills, perspectives, and backgrounds among its membership. The following list outlines the current skills, knowledge and other qualifications that the nominating and governance committee considers important to be represented on our board of directors to provide effective oversight of our business and effective execution of our business strategy and the members which possess these critical skills:


Skills and Experience	C. Alexander	S. Beck	J. Furst	P. Gelsinger	D. Green	L. Grennan	B. Gruenewald	N. Jones
Industry Experience	ü	ü	ü	ü	ü	ü	ü	ü
Public Company Experience		ü	ü	ü		ü		ü
Accounting & Finance		ü	ü	ü	ü	ü	ü
Marketing & Sales	ü	ü	ü	ü	ü	ü	ü	ü
Technology & AI		ü	ü	ü		ü	ü	ü
Cybersecurity		ü	ü	ü		ü	ü
Mergers & Acquisitions		ü	ü	ü	ü	ü		ü
Executive Leadership	ü	ü	ü	ü	ü	ü	ü	ü
Capital Markets		ü	ü	ü	ü	ü
Risk Management		ü	ü	ü		ü	ü

Stockholder Recommendations and Nominations to our Board of Directors

Our nominating and corporate governance committee will consider recommendations and nominations for candidates to our board of directors from stockholders in the same manner as candidates recommended to the committee from other sources, so long as such recommendations and nominations comply with our amended and restated certificate of incorporation, amended and restated bylaws, all applicable company policies and all applicable laws, rules and regulations, including those promulgated by the SEC. Our nominating and corporate governance committee will evaluate such recommendations in accordance with its charter, our bylaws and corporate governance guidelines and the director nominee criteria described above.

A stockholder that wants to recommend a candidate to our board of directors should direct the recommendation in writing by letter to our corporate secretary at Gloo Holdings, Inc., 831 Pearl Street, Boulder, Colorado 80302, Attention: Secretary. Such recommendation must include the information required under our bylaws, including, without limitation, the candidate’s name, age, business address, resident address and principal occupation or employment, any shares of our capital stock held by the candidate, a signed letter from the candidate confirming willingness to serve, information regarding any relationships between the candidate and us or the recommending stockholder, and evidence of the recommending stockholder’s ownership of our capital stock. Such recommendation must also include a statement from the recommending stockholder in support of the candidate. Our nominating and corporate governance committee has discretion to decide which individuals to recommend for nomination as directors.

Under our amended and restated bylaws, stockholders may also directly nominate persons for our board of directors. Any nomination must comply with the requirements set forth in our amended and restated bylaws and the rules and regulations of the SEC and should be sent in writing to our corporate secretary at the address above. To be timely for our 2027 annual meeting of stockholders, nominations must be received by our corporate secretary in compliance with the deadlines discussed below under “Other Matters—Stockholder Proposals or Director Nominations for 2027 Annual Meeting.”

Communications with the Board of Directors

Stockholders and other interested parties wishing to communicate directly with our non-management directors may do so by writing and sending the correspondence to our chief administrative officer, chief financial officer or legal department by mail to our principal executive offices at Gloo Holdings, Inc., 831 Pearl Street, Boulder, Colorado 80302. Our chief administrative officer, chief financial officer or legal department, in consultation with appropriate directors as necessary, will review all incoming communications and screen for communications that (1) are solicitations for products and services, (2) relate to matters of a personal nature not relevant for our stockholders to act on or for our board to consider and (3) matters that are of a type that are improper or irrelevant to the functioning of our board or our business, for example, mass mailings, job inquiries and business solicitations. If appropriate, our chief administrative officer, chief financial officer or legal department will route such communications to the appropriate director(s) or, if none is specified, then to the chairperson of the board or the lead independent director. These policies and procedures do not apply to communications to non-management directors from our officers or directors who are stockholders or stockholder proposals submitted pursuant to Rule 14a-8 under the Exchange Act.

Policy Prohibiting Hedging or Pledging of Securities

Under our insider trading policy, our employees, including our executive officers, and the members of our board of directors are prohibited from, directly or indirectly, among other things, (1) engaging in short sales, (2) trading in publicly-traded options, such as puts and calls, and other derivative securities with respect to our securities (other than stock options, restricted stock units and other compensatory awards issued to such individuals by us), (3) purchasing financial instruments (including prepaid variable forward contracts, equity swaps, collars and exchange funds), or otherwise engaging in transactions that hedge or offset, or are designed to hedge or offset, any decrease in the market value of equity securities either granted to them by us as part of their compensation or held, directly or indirectly, by them, (4) pledging any of our securities as collateral for any loans and (5) holding our common stock in a margin account.

Corporate Governance Guidelines and Code of Business Conduct and Ethics

Our board of directors has adopted corporate governance guidelines. These guidelines address, among other items, the qualifications and responsibilities of our directors and director candidates, the structure and composition of our board of directors and corporate governance policies and standards applicable to us in general. In addition, our board of directors has adopted the Code of Ethics that applies to all of our employees, officers and directors, including our chief executive officer, chief financial officer and other executive and senior financial officers. The full text of our corporate governance guidelines and the Code of Ethics are available on our website at https://investors.gloo.com/corporate-governance/documents-charters. We will post amendments to the Code of Ethics or any waivers of the Code of Ethics for directors and executive officers on the same website.

Director Compensation

Prior to our initial public offering, we did not have a formal policy with respect to compensation payable to our non‑employee directors for their service as directors. In connection with our initial public offering, we adopted a formal compensation policy to govern the cash and equity compensation for our non-employee directors (the “Outside Director Compensation Policy”). Pursuant to our Outside Director Compensation Policy, non-employee directors are eligible to receive equity-based compensation in the form of restricted stock units (“RSUs”) covering a number of shares of our Class A common stock (“Outside Director Awards”). We also reimburse our eligible non-employee directors for reasonable, customary and documented travel expenses to meetings of our board of directors and any of its committees.

Cash Compensation

Under our Outside Director Compensation Policy, eligible non-employee directors are entitled to receive the following cash compensation for their services:

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$100,000 per year for service as a board member;

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$40,000 per year for service as non-executive chair of the board of directors;

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$25,000 per year for service as chair of the audit committee;

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$10,000 per year for service as a member of the audit committee;

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$25,000 per year for service as chair of the compensation committee;

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$10,000 per year for service as a member of the compensation committee;

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$25,000 per year for service as chair of the nominating and corporate governance committee; and

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$10,000 per year for service as a member of the nominating and corporate governance committee.

Each eligible non-employee director who serves as the chair of a committee will receive only the additional annual fee as the chair of the committee and not the additional annual fee as a member of the committee. All cash payments to non-employee directors are paid quarterly in arrears on a prorated basis.

Equity Compensation

IPO Award

Pursuant to our Outside Director Compensation Policy, each then-serving non-employee director received, on November 19, 2025, an award in the form of RSUs, covering 25,000 shares of our Class A common stock (the “IPO Award”). The IPO Award is scheduled to vest, as to one-half of the underlying RSUs, on the day of the first annual stockholder meeting following the completion of our initial public offering, or, if earlier, the one-year anniversary of the grant date and, as to one-half of the underlying RSUs, on the second annual stockholder meeting following the completion of our initial public offering, or, if earlier, the two-year anniversary of the grant date, subject to the eligible non-employee director continuing to provide services to us through the applicable vesting date.

Initial Award

Pursuant to our Outside Director Compensation Policy, each person who first becomes an eligible non-employee director after November 19, 2025 will receive an initial award in the form of RSUs covering a number of shares of our Class A common stock, with such award having a grant date fair value equal to $200,000, rounded to the nearest whole share (the “Initial Award”). The Initial Award will vest as to one-half of the underlying RSUs on each of the first and second anniversaries of the date on which the person first became an eligible non-employee director, subject to the eligible non-employee director continuing to provide services to us through the applicable vesting date. If the person was a member of the board of directors and also an employee, becoming an eligible non-employee director due to termination of employment will not entitle the eligible non-employee director to an Initial Award.

Annual Award

Pursuant to our Outside Director Compensation Policy, each eligible non-employee director automatically will receive, on the date of each annual meeting of stockholders starting in 2027, an annual award in the form of RSUs covering a number of shares of our Class A common stock, with such award having a grant date fair value of $100,000, rounded to the nearest whole share (the “Annual Award”). We anticipate that the Annual Award will vest on the one-year anniversary of the grant date of the Annual Award or, if earlier, the day before our annual meeting of stockholders that follows the grant date of the Annual Award, subject to the eligible non-employee director continuing to provide services to us through the applicable vesting date.

In the event of a “change in control” (as defined in the 2025 Plan), each non-employee director will fully vest in his or her outstanding Outside Director Awards, including any IPO Award, Initial Award or Annual Award, provided that the eligible non-employee director continues to be a non-employee director through such date.

Director Compensation Limits

The Outside Director Compensation Policy includes a maximum annual limit of $750,000 of aggregate cash compensation and equity compensation awards that may be paid, issued or granted to a non-employee director in any fiscal year, increased to $1,000,000 in the initial fiscal year of service as a non-employee director. For purposes of this limitation, the value of equity awards will be based on the grant date fair value (determined in accordance with U.S. GAAP). Any cash compensation paid or equity compensation awards granted to a person for his or her services as an employee, for their services as a consultant (other than as a non-employee director), or prior to the effective date of our initial public offering will not count for purposes of the limitation (including, for purposes of fiscal 2025, the option awards set forth in the table below that were granted prior to our initial public offering). The maximum limit does not reflect the intended size of any potential compensation or equity awards to our non-employee directors.

Director Compensation for Fiscal 2025

The following table sets forth information regarding the total compensation awarded to, earned by or paid to our non-employee directors for their service on our board of directors, for the fiscal year ended January 31, 2026. Directors who are also our employees receive no additional compensation for their service as directors. During fiscal 2025, Mr. Beck and Mr. Gelsinger were each an employee and executive officer of our company and therefore did not receive compensation as directors. See the section titled “Executive Compensation” for additional information regarding Mr. Beck’s and Mr. Gelsinger’s compensation in respect of their employment.


Name	Fees Earned or Paid in Cash ($)		Stock Awards ($)(1)		Option Awards ($)(1)		Profits Units Awards ($)(1)		Total ($)
Bishop Claude Alexander, Jr.		30,000	—		—			200,000		230,000
John Furst		37,500	—			—		200,000		237,500
Derek Green		27,500	—			—		200,000		227,500
Elizabeth Grennan		33,750	—		27,281(2)			200,000		261,031
Robert Gruenewald		25,000	—		984,678(3)			200,000		1,209,678
Nona Jones		30,000		—	44,895(4)			200,000		274,895

(1)

The amounts in the “Stock Awards” and “Option Awards” columns reflect the aggregate grant date fair value of the awards calculated in accordance with FASB ASC Topic 718, rather than the amounts paid or realized by the non-employee director. The assumptions used to calculate the value of our awards are the same as those provided in Note 2 to our financial statements included in our Annual Report on Form 10-K for the fiscal year ended January 31, 2026. See the section titled “October 2025 Option Repricing” for additional details.

(2)

Represents an option award granted to Ms. Grennan in July 2025.

(3)

Represents $506,961 of option awards granted to Mr. Gruenewald in February 2025 and $477,718 of option awards granted to Mr. Gruenewald in December 2025.

(4)

Represents $18,278 of option awards granted to Ms. Jones in July 2025 and $26,617 of option awards granted to Ms. Jones in December 2025.

The following table lists all outstanding equity awards held by non-employee directors as of January 31, 2026:


Name	Number of Shares Underlying Outstanding Options		Number of Outstanding Restricted Stock Units
Bishop Claude Alexander, Jr.		5,555		25,000
John Furst		5,555		25,000
Derek Green		5,555		25,000
Elizabeth Grennan		5,555		25,000
Robert Gruenewald		250,000		25,000
Nona Jones		16,388		25,000

PROPOSAL NO. 1:

ELECTION OF CLASS I DIRECTORS

Our board of directors currently consists of eight directors and is divided into three classes with staggered three-year terms. At the annual meeting, three Class I directors will be elected for a three-year term to succeed the same class whose term is then expiring. Each director’s term continues until the expiration of the term for which such director was elected and until such director’s successor is elected and qualified or until such director’s earlier death, resignation or removal.

Nominees

Our nominating and corporate governance committee has recommended, and our board of directors has approved, Bishop Claude Alexander, Jr., John Furst and Derek Green as nominees for election as Class I directors at the annual meeting. If elected, each of Bishop Alexander, Mr. Furst and Mr. Green will serve as a Class I director until the 2029 annual meeting of stockholders and until his respective successor is elected and qualified or until his earlier death, resignation or removal. For more information concerning the nominees, please see the section titled “Board of Directors and Corporate Governance.”

Bishop Alexander, Mr. Furst and Mr. Green have agreed to serve as directors if elected, and management has no reason to believe that they will be unavailable to serve. In the event a nominee is unable or declines to serve as a director at the time of the annual meeting, proxies will be voted for any nominee designated by the present board of directors to fill the vacancy.

Vote Required

Each director is elected by a plurality of the voting power of the shares present in person (including virtually) or represented by proxy at the meeting and entitled to vote on the election of directors. Because the outcome of this proposal will be determined by a plurality vote, any shares not voted FOR a particular nominee, whether as a result of choosing to WITHHOLD authority to vote or a broker non-vote, will have no effect on the outcome of the election.

Board Recommendation

OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR ALL” OF THE DIRECTOR NOMINEES NAMED ABOVE.

PROPOSAL NO. 2:

RATIFICATION OF APPOINTMENT OF

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Our audit committee has appointed Crowe LLP as our independent registered public accounting firm to audit our consolidated financial statements for our fiscal year ending January 31, 2027. Crowe LLP served as our independent registered public accounting firm for the fiscal year ended January 31, 2026.

At the annual meeting, we are asking our stockholders to ratify the appointment of Crowe LLP as our independent registered public accounting firm for our fiscal year ending January 31, 2027. Our audit committee is submitting the appointment of Crowe LLP to our stockholders because we value our stockholders’ views on our independent registered public accounting firm and as a matter of good corporate governance. Notwithstanding the appointment of Crowe LLP, and even if our stockholders ratify the appointment, our audit committee, in its discretion, may appoint another independent registered public accounting firm at any time during our fiscal year if our audit committee believes that such a change would be in the best interests of our company and our stockholders. If our stockholders do not ratify the appointment of Crowe LLP, then our audit committee may reconsider the appointment. One or more representatives of Crowe LLP are expected to be present at the annual meeting, and they will have an opportunity to make a statement and are expected to be available to respond to appropriate questions from our stockholders.

Changes in Independent Registered Public Accounting Firm

On October 1, 2024, we dismissed Plante & Moran, PLLC as our independent auditors. The decision to change our independent auditors was approved by the board of managers of Gloo Holdings, LLC.

The audit report of Plante & Moran, PLLC on our financial statements as of and for the fiscal years ended January 31, 2024 and 2023, respectively, conducted in accordance with U.S. GAAP, did not contain an adverse opinion or a disclaimer of opinion, and was not qualified or modified as to uncertainty, audit scope or accounting principle, except that there was an explanatory paragraph describing conditions that raised substantial doubt about our ability to continue as a going concern in Plante & Moran, PLLC’s audit opinion dated September 30, 2024. Plante & Moran, PLLC did not audit our consolidated financial statements for any period subsequent to January 31, 2024.

During the two most recent fiscal years ended January 31, 2024 and 2023 and the subsequent interim period through November 21, 2024, we had no disagreements with Plante & Moran, PLLC on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to its satisfaction, would have caused Plante & Moran, PLLC to make reference in connection with its report to the subject matter of the disagreement during the audit preceding its dismissal. A material weakness in internal controls was identified as follows: controls around revenue recognition were not appropriately in place to identify a material misstatement in revenue, specifically as it relates to evaluating a contract with a customer for the transaction price and constraint on variable consideration.

We provided Plante & Moran, PLLC with a copy of the foregoing disclosures and requested that Plante & Moran, PLLC furnish us with a letter addressed to the SEC stating whether Plante & Moran, PLLC agrees with the above statements and, if not, stating the respects in which it does not agree. A copy of that letter was filed as Exhibit 16.1 to our Registration Statement on Form S-1, as amended (No. 333-290930).

On November 22, 2024, we engaged Crowe LLP as our independent registered public accounting firm to re-audit the financial statements as of and for the fiscal years ended January 31, 2024 and 2023.

During the two most recent fiscal years ended January 31, 2024 and 2023 and the subsequent interim period through November 21, 2024, neither we, nor anyone acting on our behalf, consulted with Crowe LLP on matters that involved the application of accounting principles to a specified transaction, either completed or proposed, the type of audit opinion that might be rendered on our financial statements or any of the matters described in Item 304(a)(2)(i) or (ii) of Regulation S-K.

Fees Paid to the Independent Registered Public Accounting Firm

The following table presents fees for professional audit services and other services rendered to us by Crowe LLP for our fiscal years ended January 31, 2026 and 2025.


	Fiscal 2025		Fiscal 2024
Audit Fees(1)	$	1,222,719	$	1,121,780
Audit-Related Fees(2)		374,500		—
Tax Fees(3)		—		—
All Other Fees(4)		—		89,250
Total Fees	$	1,597,219	$	1,211,030

(1)

“Audit Fees” consist of fees billed for professional services rendered in connection with the audit of our consolidated financial statements, reviews of our quarterly consolidated financial statements and related accounting consultations and services that are normally provided by the independent registered public accountants in connection with statutory and regulatory filings or engagements for those fiscal years. This category also includes fees for certain audit services incurred in connection with our initial public offering.

(2)

“Audit-Related Fees” consist of fees billed for professional services for assurance and related services that are reasonably related to the performance of the audit or review and are not reported under “Audit Fees” above. These services included the issuance of comfort letters and consents related to the registration statement filed in connection with our initial public offering.

(3)

No services for tax compliance, tax advice or tax planning were provided by Crowe LLP in fiscal years 2025 and 2024.

(4)

“All Other Fees” consist of fees for services incurred in connection with the audit of the financial statements of Midwestern Interactive, LLC for the year ended December 31, 2024, including in certain of our filings with the SEC.

Independence

In fiscal 2025, there were no other professional services provided by Crowe LLP, other than those listed above, that would have required our audit committee to consider their compatibility with maintaining the independence of Crowe LLP.

Audit Committee Policy on Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm

Pursuant to its charter, the audit committee must review and approve, in advance, the scope and plans for the audits and the audit fees and approve in advance (or, where permitted under the rules and regulations of the SEC, subsequently) all non-audit and tax services to be performed by the independent auditor that are not otherwise prohibited by law or regulations and any associated fees. The chairperson of the audit committee and one or more members of the audit committee to which such authority is delegated by the audit committee may pre-approve all audit and permissible non-audit and tax services, as long as (1) this pre-approval is presented to the full committee at scheduled meetings and (2) fees for any individual services or set of related services approved pursuant to such delegation do not exceed $250,000.

Vote Required

Board Recommendation

OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF CROWE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR OUR FISCAL YEAR ENDING JANUARY 31, 2027.

REPORT OF THE AUDIT COMMITTEE

The audit committee is a committee of the board of directors currently comprised of three directors, each of whom meet the independence requirements for audit committee members under Nasdaq listing rules and the rules and regulations of the SEC. The audit committee operates under a written charter adopted by the board of directors. This written charter is reviewed annually for changes, as appropriate. With respect to our financial reporting process, management is responsible for (1) establishing and maintaining internal controls and (2) preparing our consolidated financial statements. Our independent registered public accounting firm, Crowe LLP, is responsible for performing an independent audit of our consolidated financial statements. It is the responsibility of the audit committee to oversee these activities. It is not the responsibility of the audit committee to prepare our financial statements. These are the fundamental responsibilities of management. In the performance of its oversight function, the audit committee has:

•

reviewed and discussed the audited consolidated financial statements with management and Crowe LLP;

•

discussed with Crowe LLP the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”), and the SEC; and

•

received the written disclosures and the letter from Crowe LLP required by the applicable requirements of the PCAOB regarding the independent accountant’s communications with the audit committee concerning independence, and has discussed with Crowe LLP its independence.

Based on the review and discussions noted above, the audit committee recommended to the board of directors that the audited consolidated financial statements be included in the Annual Report on Form 10-K for the fiscal year ended January 31, 2026 for filing with the SEC.

Respectfully submitted by the members of the audit committee of the board of directors:

John Furst (Chair)

Derek Green

Elizabeth Grennan

This report shall not be deemed to be “soliciting material” or to be “filed” with the SEC or subject to Regulation 14A promulgated by the SEC or to the liabilities of Section 18 of the Exchange Act, and shall not be deemed incorporated by reference into any prior or subsequent filing by Gloo under the Exchange Act or the Securities Act, except to the extent Gloo specifically requests that the information be treated as “soliciting material” or specifically incorporates it by reference.

EXECUTIVE OFFICERS

The following table sets forth certain information about our executive officers as of May 15, 2026.


Name	Age	Position
Scott Beck	67	President and Chief Executive Officer
Patrick Gelsinger	65	Executive Chair and Head of Technology
Paul Seamon	50	Chief Financial Officer
Matthew Gotschall	39	Chief Accounting Officer and Treasurer

Scott Beck. See the section titled “Board of Directors and Corporate Governance—Continuing Directors—Class 3” for Mr. Beck’s biographical information.

Patrick Gelsinger. See the section titled “Board of Directors and Corporate Governance—Continuing Directors—Class 3” for Mr. Gelsinger’s biographical information.

Paul Seamon has served as our chief financial officer since October 2025. Mr. Seamon previously served as chief financial officer of Viventium, a human capital management software company, from February 2024 to September 2025. He also served as interim chief financial officer at Paymentus, an online payment services company listed on NYSE, from August 2022 to March 2023 and vice president of finance and strategy from August 2020 to July 2022. Prior to that, Mr. Seamon served as executive vice president of finance at Alight Solutions, a human capital management company, from August 2018 to May 2020. Mr. Seamon graduated from Kellogg School of Management with a Master of Business Administration and from Purdue University with a Bachelor of Science in Accounting.

Matthew Gotschall has served as our chief accounting officer since January 2025. Mr. Gotschall previously served as our head of operations – finance and corporate systems from April 2022 to January 2025, as our controller from March 2019 to April 2022 and as our accounting manager from June 2017 to February 2019. Mr. Gotschall is a Certified Public Accountant and graduated from the University of Colorado at Boulder with a Master of Business Administration in Financial Accounting and a Bachelor of Science in Business Administration with a dual emphasis in Finance and Accounting and a minor in Mandarin Chinese.

EXECUTIVE COMPENSATION

Processes and Procedures for Compensation Decisions

Our compensation programs are designed to:

•

attract, motivate, incentivize and retain highly qualified executives;

•

provide compensation to our executives that is fair and competitive and that rewards high levels of performance and the achievement of our business objectives; and

•

more closely align our executives’ interests with those of our stockholders by providing a significant portion of their compensation in the form of performance-based compensation (short-term and long-term incentive opportunities).

Since our initial public offering, our compensation committee and board of directors are responsible for making compensation decisions relating to the compensation of our executive officers. These compensation decisions are made with input from our chief executive officer (except with respect to his own compensation).

Our compensation committee believes our chief executive officer has valuable insight into the day-to-day contributions of our executive officers and solicits the advice and input from our chief executive officer with respect to performance objectives under our annual bonus plan and target compensation levels for our other executive officers, including our other named executive officers.

Executive Compensation

Our named executive officers for fiscal 2025 are:

•

Scott Beck, our president and chief executive officer;

•

Patrick Gelsinger, our executive chair and head of technology; and

•

Paul Seamon, our chief financial officer.

Summary Compensation Table for Fiscal 2025

The following table sets forth information regarding the compensation reportable for our named executive officers for fiscal 2025 and prior years where applicable, as determined under SEC rules.


Name and Principal Position	Fiscal Year		Salary ($)		Bonus ($)		Option Awards ($)(1)		Non-Equity Incentive Plan Compensation ($)(2)		All Other Compensation ($)(3)		Total ($)
Scott Beck	2025			260,000		—		—		122,850		—		382,850
President and Chief Executive Officer		2024		260,000		—		21,882		117,000		—		398,882
Patrick Gelsinger	2025			116,458		—		5,110,431		62,648		—		5,289,537
Executive Chair and Head of Technology		2024		—		—		21,882		—		—		21,882
Paul Seamon	2025			100,000		—		1,884,528		131,250		1,512		2,117,290
Chief Financial Officer	2024			—		—		—		—		—		—

(1)

The amounts in the “Option Awards” column reflect the aggregate grant date fair value of the awards calculated in accordance with FASB ASC Topic 718, rather than the amounts paid or realized by the named executive officer. The assumptions used to calculate the value of our awards are the same as those provided in Note 2 to our financial statements included in our Annual Report on Form 10-K for the fiscal year ended January 31, 2026. See the section titled “October 2025 Option Repricing” for additional details.

(2)

The amounts in the “Non-Equity Incentive Plan Compensation” column reflect amounts earned under the individualized incentive plan in which the named executive officer participated, as described in the section titled “Non-Equity Incentive Plan Compensation” below.

(3)

Represents contributions to defined contribution plans and life insurance premiums.

Non-Equity Incentive Plan Compensation

Each of our named executive officers is eligible to receive performance-based cash bonuses, which are designed to provide appropriate incentives to our executives to achieve defined performance goals and to reward our executives for individual achievement towards these goals. The performance-based bonus that each named executive officer is eligible to receive is generally based on the extent to which we achieve pre-established corporate goals.

For fiscal 2025, each of our named executive officers was eligible to earn an annual bonus up to a percentage of his annual base salary, which was 50.0% with respect to Mr. Beck, 50% with respect to Mr. Gelsinger, and 75% with respect to Mr. Seamon. Bonuses to our named executive officers in fiscal 2025 were based on quarterly and annual operating unit objectives. We approved payments under our fiscal 2025 bonus plan to our named executive officers. Based on the achievements under the fiscal 2025 plan and the

relative weighting, the named executive officers received total performance-based cash bonuses for fiscal 2025 in the amounts set forth in the “Non-Equity Incentive Plan Compensation” of the “Summary Compensation Table” above.

October 2025 Option Repricing

In October 2025, our board of directors approved the repricing of certain stock options previously granted under the 2014 Plan to current executive officers, employees and directors which, in connection with our initial public offering and the Corporate Reorganization were assumed and converted into options to purchase shares of our Class B common stock on a three-for-one basis as part of the Corporate Reorganization (the “Assumed Options”), with corresponding adjustments to (i) the number of shares of Class B common stock underlying such Assumed Options, (ii) the per share exercise price of each such Assumed Option, and (iii) other adjustments as required under Section 409A of the Code. All Assumed Options with per-share exercise prices above the initial price per share to the public in our initial public offering, including Assumed Options held by Mr. Gruenewald, Ms. Grennan, Ms. Jones, Mr. Beck and Mr. Gelsinger, which were “underwater”, meaning that the exercise price per share of these Assumed Options was greater than the current fair market value of our Class B common stock, were repriced effective on the date of the pricing of our initial public offering (the “Option Repricing”) to reduce the exercise price per share of such underwater Assumed Options to the initial price per share to the public, the fair market value of our common stock on the date of the Option Repricing. We believe that the Option Repricing was in our best interest and in the best interests of our stockholders, in order to motivate the option holders to continue to provide services to us and to work towards our success.

Outstanding Equity Awards at Fiscal 2025 Year-End

The following table sets forth information regarding outstanding equity awards held by our named executive officers as of January 31, 2026.


	Option Awards
		Number of		Number of
		Securities		Securities
		Underlying		Underlying
	Vesting	Unexercised		Unexercised		Option		Option
	Commencement	Options (#)		Options (#)		Exercise		Expiration
Name	Date	Exercisable		Unexercisable		Price ($)		Date
Scott Beck	10/31/2020		5,866	—		$	8.00	10/30/2030
	12/31/2020		5,866	—		$	8.00	12/30/2030
	3/13/2021		6,044	—		$	8.00	3/12/2031
	1/25/2025		5,555	—		$	8.00	1/20/2035
Patrick Gelsinger	1/21/2025		5,555	—		$	8.00	01//20/2035
	3/10/2025		138,886		27,780	$	8.00	3/9/2035
	3/10/2025		185,185		481,481	$	8.00	3/9/2035
	11/1/2025	—			333,333	$	8.00	11/18/2035
Paul Seamon

SEC Form DEF 14A filed by Gloo Holdings Inc.