Gloo Holdings, Inc. Debt Disclosure

Paycheck Protection Program Loan

During the year ended January 31, 2021, the Company received a Paycheck Protection Program (“PPP”) loan in the amount of $4.9 million. During the year ended January 31, 2022, the Small Business Administration claimed that the Company did not qualify for forgiveness for $1.0 million of the PPP loan. In September 2024, the Company agreed on a payment plan with the SBA to pay the loan in 180 equal monthly installments starting September 25, 2024. As of January 31, 2026, the balance for the PPP loan continued to be reflected as a liability on the consolidated balance sheet. The effective interest rate of the PPP loan was 0.0%, as of January 31, 2026, and 2025.

Senior Secured Promissory Notes and Warrants

On April 23, 2024, the Company entered into a promissory note purchase agreement (the “Note Purchase Agreement”) authorizing the issuance of up to an aggregate principal amount of $70.0 million in secured promissory notes (the “Senior Secured Promissory Notes”). The Company issued $60.7 million of Senior Secured Promissory Notes to the Purchasers, including related parties, during the year ended January 31, 2025. There were no issuances during the year ended January 31, 2026. The Senior Secured Promissory Notes issued to one of the Purchasers are personally guaranteed by the Company's principal stockholders, Scott and Theresa Beck. For more information on related party debt refer to Note 19, Related Party Transactions.

The Senior Secured Promissory Notes bear interest at a variable rate equal to the higher of 1-Month SOFR or 1.0%, plus 8.0% per annum. Interest is payable quarterly in arrears, comprising 8.0% cash interest and the remainder as payment-in-kind (“PIK Interest”). If an event of default occurs (as defined in the Note Purchase Agreement) and the Purchaser elects to continue to holding the Senior Secured Promissory Notes, the notes will automatically bear interest at a rate that is 5.0% per annum higher than the rate otherwise applicable.

As additional consideration to the Purchasers, the Company issued each Purchaser warrants to purchase Series A preferred units at an exercise price of $18.00

per unit (the “Warrants”). Initially, the Warrants were classified as non-current liabilities, recorded at fair value, and remeasured as of each reporting period with changes in fair value recognized in the consolidated statement of operations. As further discussed below, on June 23, 2025, the Company settled a portion of the Warrants liability, $3.9 million, in connection with the extinguishment of the majority of the Senior Secured Promissory Notes. Additionally, on November 19, 2025, the Company reclassified the remaining Warrants liability, $0.7 million, to stockholders’ equity following amendments to the Warrants’ agreements in connection with the Corporate Reorganization. Refer to Note 7, Fair Value Measurements for additional information on the remeasurement of the Warrants prior to their reclassification.

The Senior Secured Promissory Notes contain embedded features that are required to be bifurcated and accounted for separately as a derivative liability under ASC 815. These include contingent put and contingent interest features that are not clearly and closely related to the debt host. The bifurcated derivative liability is recorded at fair value, with changes in fair value recognized in earnings. The Company assesses the fair value of the derivative liability at each reporting date until modification or extinguishment of the debt host’s contract. Refer to Note 7, Fair Value Measurements for additional information regarding the Company’s recurring adjustments to the fair value of the embedded derivative liability of the Senior Secured Promissory Notes.

On June 23, 2025, the Company entered into an Amended NPA and provided Purchasers with the option to exchange their existing Senior Secured Promissory Notes for senior secured convertible notes under the Amended NPA (the “Senior Secured Convertible Notes”). In comparison to the original agreement, the Amended NPA (1) increased the aggregate principal capacity to $130.0 million dollars; (2) revised certain default covenants; (3) introduced a new mandatory conversion feature that automatically converts the Senior Secured Convertible Notes into common stock at a per share conversion price equal to the lesser of (i) 80% of the public offering price of a qualified IPO or (ii) $30.00; and (4) cancelled the Warrants for all holders exchanging their Senior Secured Promissory Notes for Senior Secured Convertible Notes. Purchasers that elected not to participate in the Senior Secured Convertible Notes maintained their Warrants with no modifications to their terms. As part of the Amended NPA, all but two Purchasers participated in the exchange of Senior Secured Promissory Notes for Senior Secured Convertible Notes, exchanging $50.6 million of outstanding principal and cancelling $3.9 million of Warrants. Two Warrants to acquire 199,999 Series A preferred units remained outstanding immediately following such exchange. The Company recorded the newly issued Senior Secured Convertible Notes at fair value, $58.5 million (including the embedded derivative liability), due to it exceeding the carrying amount of the exchanged Senior Secured Promissory Notes. The exchange was accounted for as a debt extinguishment in accordance with ASC 480, resulting in a net loss on extinguishment of debt of $7.5 million presented in Loss on extinguishment of debt in the consolidated statement of operations, and consisted of a gain on extinguishment of Warrants and a loss related to the additional value conveyed to the Purchasers in the exchange.

On November 19, 2025, as part of the Corporate Reorganization, the outstanding Warrant agreements were amended to be exercisable for an aggregate of 199,999 shares of Class B common stock rather than Series A preferred units. As a result of this modification, the Company determined that the Warrants met the criteria for equity classification and reclassified the Warrants’ liability at its approximate fair value, $0.7 million, from liabilities to stockholders’ equity. The modification did not result in a material gain or loss upon reclassification.

During the years ended January 31, 2026 and 2025, total interest expense related to the Senior Secured Promissory Notes was $4.0 million and $5.3 million, including $2.6 million and $2.4 million of coupon interest; $1.4 million and $1.6 million of PIK Interest; and $1.3 million and $1.3 million of amortization of debt discounts and issuance costs, respectively. The effective interest rate of the notes was 15.8% as of both January 31, 2026 and 2025.

As of January 31, 2026, a total principal balance of $13.0 million, inclusive of PIK Interest, and 199,999 Warrants (classified in stockholders' equity with a carrying amount of $0.7 million) remained outstanding to two Purchasers. As of January 31, 2026 and 2025, the fair value of the Senior Secured Promissory Notes was $11.6 million and $58.5 million, respectively. The estimated fair value, which the Company deems a Level 3 measurement, was determined by management based on an independent third-party valuation report.

Senior Secured Convertible Notes

As described above, on June 23, 2025, the Company entered into the Amended NPA, which included an increased principal capacity, amended default covenants, an added conversion feature, and cancellation of the Warrants for all exchanging Purchasers. The remaining terms of the Senior Secured Convertible Notes remained substantially unchanged from the Senior Secured Promissory Notes. Each Senior Secured Convertible Note had a principal amount equal to the holder’s original funded principal plus accrued PIK Interest through June 23, 2025. On September 5, 2025, the Company amended the terms of its Amended NPA dated June 23, 2025, pursuant to a first amendment to the First Amended NPA. Under the First Amended NPA, the Company’s aggregate principal borrowing capacity under the facility was increased from $130.0 million dollars to $160.0 million. In connection with the amendment, the Company entered into a new guaranty with Pearl Street Trust in favor of the holders of the Senior Secured Convertible Notes.

The Senior Secured Convertible Notes bore interest at a variable rate equal to the higher of 1-Month SOFR or 1.0%, plus 8.0% per annum. Interest was payable quarterly in arrears, comprised of 8.0% cash interest with the remainder as PIK Interest.

The Senior Secured Convertible Notes contained an embedded feature that was required to be bifurcated and accounted for separately as a derivative liability under ASC 815. This related to the share-settled redemption feature that was not clearly and closely related to the debt host. The bifurcated derivative liability was recorded at fair value, with changes in fair value recognized in earnings. Refer to Note 7, Fair Value Measurements for additional information regarding the Company’s recurring adjustments to the fair value of the embedded derivative liability associated with the Senior Secured Convertible Notes prior to their conversion. As further discussed below, on November 19, 2025, the Company derecognized $41.0 million of its derivative liability in connection with the conversion of the Senior Secured Convertible Notes.

After the exchange of the Senior Secured Promissory Notes by the existing Purchasers, the Company issued an additional $81.9 million in Senior Secured Convertible Notes before their conversion on November 20, 2025. Additionally, on August 1, 2025, $5.0 million of the Members’ Advances received from minority stockholders during the year January 31, 2026, was applied to issue Senior Secured Convertible Notes. As discussed in Note 19, Related Party Transactions, the majority of the Senior Secured Convertible Notes were issued to related parties of the Company, and, as such, the Company determined that the cash proceeds received were not indicative of fair value. Accordingly, the Company recorded the notes at their fair value of $160.9 million, inclusive of the embedded derivative above. The combination of the issuance of the notes and related derivative created a charge of $15.6 million, included in Loss (gain) from change in fair value of financial instruments in the consolidated statements of operations.

Immediately prior to the closing of the Company’s IPO, the Senior Secured Convertible Notes automatically converted into 22,363,700 shares of Class B common stock at a conversion price equal to 80% of the IPO price, or $6.40 per share. The settlement was accounted for as a debt extinguishment in accordance with ASC Topic 470-50, Debt Modifications and Extinguishments. The settlement resulted in the extinguishment of $41.0 million associated with embedded derivative liability and $137.9 million, net of $5.2 million of discounts, from the carrying value of Senior Secured Convertible Notes. The carrying value of the Senior Secured Convertible Notes immediately prior to their settlement included $133.6 million in outstanding principal, inclusive of capitalized PIK Interest, debt discounts, and issuance costs; $0.8 million in accrued PIK Interest; and $3.5 million in unpaid cash payable interest. Immediately prior to settlement, the embedded derivative liability was remeasured to fair value; resulting in a $7.5 million loss recognized in Loss (gain) from change in fair value of financial instrument in the consolidated statement of operations for the period. No further gain or loss was recognized in connection with the extinguishment of the debt, as the embedded derivative liability approximated the fair value attributable to the share-settlement feature at the time of extinguishment.

During the year ended January 31, 2026, the Company recognized $6.0 million in total interest expense, including $3.9 million of coupon interest, $2.1 million of PIK Interest, and $1.8 million of amortization of debt discounts and issuance costs. The effective interest rate of the Senior Secured Convertible Notes was 17.5% through the date of extinguishment.

As of January 31, 2026, there were no Senior Secured Convertible Notes or related embedded derivative liabilities outstanding, as all such instruments were extinguished in connection with the IPO.

Midwestern Promissory Notes

On January 3, 2025, the Company issued three promissory notes (the “Midwestern Notes”) as partial consideration for its investment in Midwestern. The Midwestern Notes, which are prepayable at any time by the Company without penalty, consist of (1) a $2.4 million note bearing interest at 4.8%, issued to Mr. Johnson (“Seneca Note”), (2) a $6.5 million note bearing interest at 3.1%, issued to Flourish Holdings, Inc. (“Paden Note”), and (3) a $3.2 million note bearing interest at 5.0%, to Flourish Holdings, Inc. The Company is required to make monthly principal and interest payments on each of the notes. In the event the notes are not paid upon maturity, the obligations under the Midwestern Notes will automatically bear interest at a rate equal to an additional 5.0% per annum over the rate otherwise applicable. Refer to Note 19, Related Party Transactions for additional information.

As of January 31, 2026 and 2025, the estimated fair value of the Midwestern Notes was $6.6 million and $8.6 million, respectively. The estimated fair value of the notes, which the Company deems a Level 3 measurement, was determined based on an independent third-party valuation report. Total interest expense was immaterial for the years ended January 31, 2026 and 2025. The weighted-average effective interest rate of the Midwestern Notes was 3.7% for the years ended January 31, 2026.

Visitor Reach Notes

As of January 31, 2025, the Company’s subsidiary, Visitor Reach, had entered into a series of subordinated loan agreements totaling $1.0 million (the “Visitor Reach Notes”) with related parties and their affiliates, as discussed further in Note 19, Related Party Transactions, which are prepayable at any time by the Company without penalty. Each subordinated loan bore interest at a fixed annual rate of 14.0%. The notes were amended to extend the maturity date to December 31, 2025. The loans were unsecured and subordinated to all senior liabilities of Visitor Reach. The Visitor Reach Notes were recognized based on the proceeds received from issuance. No debt issuance costs were incurred in connection with the issuance of the Visitor Reach Notes. Interest expense associated with these notes is measured using the effective interest method. The effective interest rate of the Visitor Reach Notes was 14.0%, as of January 31, 2025.

As of January 31, 2025, the carrying amount of the Visitor Reach Notes approximated their fair value due to the short-term nature of the instruments and the use of an interest rate that reflects market terms. During the year ended January 31, 2026, the Company paid off the remaining balance of the Visitor Reach Notes. Total interest expense was $0.1 million and immaterial for the years ended January 31, 2026 and 2025, respectively.

Igniter Promissory Note

On August 29, 2025, the Company issued the Igniter Promissory Note with related parties and affiliates as partial consideration for the acquisition of the Igniter Group. The Igniter Promissory Note, which is prepayable at any time by the Company without penalty, totaled $6.6 million and bears interest at a fixed annual rate of 6.0%. The Company is required to make quarterly principal and interest payments on the note. In the event of default, all obligations immediately become due. Refer to Note 19, Related Party Transactions for additional information. The effective interest rate of the Igniter Promissory Note was 10.4%, as of both January 31, 2026 and 2025.

As of January 31, 2026, the estimated fair value of the Igniter Promissory Note was $5.6 million. The estimated fair value of the note, which the Company deems a Level 3 measurement, was determined based on an independent third-party valuation report. Total interest expense was $0.1 million for the year ended January 31, 2026.