Gloo Holdings, Inc. Stock Compensation Disclosure

2014 Membership Unit Option Plan

On December 15, 2014, Gloo Holdings, LLC, adopted the Membership Unit Option Plan (the "2014 Plan"), which authorized Gloo Holdings, LLC to grant options to purchase up to 15,000,000 common units of Gloo Holdings, LLC to owners, officers, eligible employees, managers, and consultants of Gloo Holdings, LLC or any entity that provided services to the Company by issuing new common units. Common units subject to unexercised options that were terminated for any reason were available for reissuance. The exercise price, vesting conditions, and all other terms of the options were determined by the board of managers of the Company. The options generally expired 10 years from the date of grant and generally vested 40.0% on the second anniversary of the vesting commencement date and 20.0% on each subsequent anniversary. Options issued under the 2014 Plan were equity classified.

Gloo Incentives, LLC Incentive Units Plan

On March 20, 2023, Gloo Holdings, LLC, established Gloo Incentives, LLC, a wholly owned subsidiary of Gloo Holdings, LLC, for the purpose of implementing an incentive equity program under which incentive awards ("Profits Units") could be issued to eligible employees or other individuals providing services to Gloo Holdings, LLC. Under this plan, Gloo Holdings, LLC was able to issue Profits Units directly to such service providers and the number of Profits Units authorized for grant was equal to 7.10% of the total issued and outstanding units of the Company.

Each Profits Unit was subject to a “hurdle” rate per share, which was determined by the board of managers of Gloo Holdings, LLC at the date of grant. Profits Units shared in distributions of Gloo Holdings, LLC in accordance with the distribution hierarchy described in Note 18, Stockholders’ Equity and Members’ Deficit, provided that no amount could be distributed with respect to Profits Units unless and until the aggregate amount distributable was equal to the hurdle for such Profits Units. Profits Units had no expiration date and grantees retained Profits Units after their employment had terminated subject to the Company’s right to repurchase such Profits Units at their then fair market value. Prior to the Corporate Reorganization, all Profits Units were equity-classified with the exception of 3,115,000 units which were liability-classified due to the grantee’s right to require the Company, following the grantee’s termination, to repurchase all or part of the units at a price equal to four times the trailing 12-month EBITDA.

In accordance with ASC 718, the fair value of equity-classified Profits Units was estimated on the date of the grant, while liability-classified Profits Units were remeasured as of each reporting period end date until settlement or expiration of the award. The fair value was estimated using a hybrid valuation approach that considered an assumed initial public offering or other liquidity outcomes, including a Probability-Weighted Expected Return Method (“PWERM”) and a Black-Scholes model, as applicable based on the form and timing of an expected future liquidity event. The PWERM is a scenario-based analysis that estimates common stock value based on the probability-weighted present value of future equity values for the Profits Units. The Black-Scholes model estimates the fair value of the Profits Units in other assumed scenarios by requiring the Company to make certain estimates and assumptions, such as the expected price volatility of the common shares or units, the period when the awards are outstanding, the risk-free rate and the expected dividends.

Employee Stock Purchase Plan

In advance of the Corporate Reorganization and the Company's IPO, the Company’s board of directors adopted the 2025 Employee Stock Purchase Plan (the “ESPP”), which became effective on the business day immediately prior to the effective date of the registration statement for the Company’s IPO. However, no offering period or purchase period will begin unless and until otherwise determined by the Company’s board of directors.

The ESPP authorizes the issuance of 500,000 shares of the Company’s Class A common stock and includes an annual “evergreen” increase on the first day of each fiscal year beginning with the fiscal year following the fiscal year in which the first enrollment date (if any) occurs, equal to the least of (i) 4,400,000 shares, (ii) 3% of the outstanding shares of all classes of common stock as of the last day of the immediately preceding fiscal year, or (iii) an amount determined by the Company's board of directors.

Eligible employees will participate through payroll contributions of up to 15% of their eligible compensation, subject to plan and statutory limitations (including a 5% ownership limitation and a $25,000 annual purchase limitation). Offering periods will begin and end on dates determined by the ESPP administrator. Amounts contributed and accumulated will be used to purchase shares at the end of each six-month purchase period at a purchase price equal to 85% of the lower of the fair market value of the Company’s Class A common stock on (i) the first trading day of the offering period or (ii) the exercise date.

As of January 31, 2026, the Company has not commenced any offering period or purchase period under the ESPP, and no shares have been issued under the ESPP.

2025 Equity Incentive Plan

As part of the Corporate Reorganization and concurrent with the termination of the 2014 Plan, the Company adopted the 2025 Equity Incentive Plan (the “2025 Plan”) immediately before the effectiveness of the Company's IPO. The 2025 Plan provides for the grant of incentive stock options to eligible employees, and for the grant of nonstatutory stock options, stock appreciation rights, restricted stock units (“RSUs”) and performance awards to eligible employees, directors and consultants (collectively, "Service Providers"). As further discussed below, all outstanding common unit options under the 2014 Plan were assumed and converted into options to purchase shares of the Company’s Class B common stock on a three-for-one basis on substantially the same terms (the “Assumed Options”), with the exception of certain Assumed Options that were "underwater" and were repriced to have an exercise price per share equal to the initial price per share of the Company's Class A common stock upon the Company's IPO (such options, the “Repriced Options”).

The per share exercise price of options granted under the 2025 Plan must at least be equal to the fair market value of the Company’s Class A common stock on the date of grant. The term of an option may not exceed ten years. With respect to any participant who owns more than 10% of the voting power of all classes of the Company’s outstanding stock, the term of an incentive stock option granted to such participant must not exceed five years and the exercise price must equal at least 110% of the fair market value on the grant date. The administrator will determine the methods of payment of the exercise price of an option, which may include cash, shares or other property acceptable to the administrator, as well as other types of consideration permitted by applicable law. After the termination of service of an employee, director, or consultant, he or she may exercise his or her option for the period of time stated in his or her option agreement. In the absence of a specified time in an award agreement, if termination is due to death or disability, the option will remain exercisable for twelve months. In all other cases, in the absence of a specified time in an award agreement, the option will remain exercisable for three months following the termination of service. An option may not be exercised later than the expiration of its term. Subject to the provisions of the 2025 Plan, the administrator determines the other terms of options. Generally, the vesting period of awards spans five years from the grant date, with 40% vesting on the second anniversary and the remaining 60% vesting equally over the next three anniversaries of the five-year term. Holders of 2025 Plan options do not have voting rights or rights to dividends (or dividend equivalents) with respect to the underlying shares unless and until the options are exercised and shares are issued. Vesting may be accelerated in accordance with the terms of the 2025 Plan.

As of January 31, 2026, there were approximately 13.4 million shares of the Company's Class A common stock available for equity award issuance under the 2025 Plan. The number of shares available for issuance under the 2025 Plan will be automatically increased on the first day of each fiscal year, beginning with the 2026 fiscal year, in an amount equal to the least of (a) 10,800,000 shares, (b) five percent of the total number of shares of all classes of common stock of the Company outstanding on the last day of the immediately preceding fiscal year, or (c) such number of shares determined by the board of directors no later than the last day of the immediately preceding fiscal year.

Outside Director Compensation Policy

In connection with the adoption of the 2025 Plan, the Company adopted a compensation policy for the Company’s non-employee directors to govern cash and equity compensation for non-employee members of the Company’s board of directors (the “Outside Director Compensation Policy”). Pursuant to this policy, non-employee directors are eligible to receive equity-based compensation in the form of RSUs covering a number of shares of the Company’s Class A common stock (“Outside Director Awards”). Outside Director Awards are subject to continued service as a director and are intended to align the interests of non-employee directors with long-term stockholder value. In addition to equity compensation, non-employee directors are eligible to receive annual cash retainers of $100,000, with additional cash compensation for service as non-executive chair of the board and for service as a chair or member of board committees. Total annual compensation for each non-employee director, inclusive of both cash and equity components, may not exceed $750,000 in any fiscal year, except for in the initial year of service as a non-employee director, in which the limit is $1,000,000.

Outside Director Awards are equity classified awards and are not subject to remeasurement. Grant date fair value is based on the closing market price of the Company’s Class A common stock on the grant date, and stock-based compensation expense is recognized on a straight-line basis over the requisite service period. Outside Director Awards generally vest based solely on continued service over one- or two-year service periods, with two-year awards generally vesting in equal annual installments. In the event of a change in control, all outstanding equity awards held by non-employee directors will fully vest and become nonforfeitable, including performance-based awards, if any, which will be deemed achieved at 100% of target unless otherwise provided in the applicable award agreement, provided that the eligible non-employee director continues to be a non-employee director through such date.

Options

In connection with the Corporate Reorganization and the 2025 Plan, all outstanding common unit options under the 2014 Plan were assumed and converted on a three-for-one basis into options to purchase shares of the Company's Class B common stock. No further option grants were made in connection with the 2014 Plan, and the Company does not expect to make any future equity grants to purchase shares of the Company's Class B common stock under the 2025 Plan. Additionally, concurrent with this conversion, the board of directors approved a repricing of certain Assumed Options that were "underwater" as of the IPO date, meaning that the exercise price per share of these Assumed Options was greater than the fair market value of a share of the Company’s Class B common stock upon the Company’s IPO. Specifically, the exercise price of each such Repriced Option was reduced from the pre-modification exercise price per share to the IPO price of $8.00 per share. The repricing was accounted for as a stock option modification, and the incremental fair value of each option was determined using the Black-Scholes model, resulting in the recognition of $2.4 million of incremental compensation expense related to vested Repriced Options as of the modification date. The Company will recognize an additional $2.6 million of incremental compensation cost on a straight-line basis over the remaining requisite service periods of the Repriced Options.

Other than the reduction in exercise price per share for the Repriced Options, the Assumed Options retained their original rights, terms, and qualifications, including their original vesting schedules, expiration dates, and post-termination exercisability provisions. The Assumed Options generally expire ten years from the original grant date and generally vest based solely on continued service, with 40% vesting on the second anniversary of the applicable vesting commencement date and 20% vesting annually thereafter for a period of three years. Holders of Assumed Options do not have voting rights or rights to dividends (or dividend equivalents) with respect to the underlying shares unless and until the options are exercised and shares are issued. Vesting may be accelerated in accordance with the terms of the 2014 Plan.

The grant date fair value of each option issued under either the 2014 Plan or the 2025 Plan was estimated using a Black-Scholes model. The weighted average estimated grant date fair value of stock options granted under the 2014 Plan was $4.62, $3.36, and $4.02 per unit during the years ended January 31, 2026, 2025, and 2024, respectively. The weighted average estimated grant date fair value of stock options granted under the 2025 Plan was $4.22 per share for the year ended January 31, 2026. The weighted average assumptions used in the Black-Scholes model are presented below. For the year ended January 31, 2026, the weighted average assumptions presented below reflect options awarded under both the 2025 Plan subsequent to the IPO and under the 2014 Plan prior to the IPO.

The total intrinsic value of options exercised was $1.2 million, $1.2 million, and nil during the years ended January 31, 2026, 2025, and 2024, respectively. The Company received cash of $0.6 million, $0.3 million and nil for options exercised during the years ended January 31, 2026, 2025 and 2024, respectively. Total stock-based compensation expense related to stock options was $12.3 million, $1.8 million, and $0.6 million during the years ended January 31, 2026, 2025, and 2024, respectively. During the year ended January 31, 2026, the Company recognized $3.4 million of incremental compensation expense related to the modifications of options, including $2.4 million related to Repriced Options as described above and $1.0 million related to the Make-Whole Options as described below. The Company capitalized stock-based compensation costs of $0.1 million during the year ended January 31, 2026. Capitalized stock-based compensation costs were immaterial during the years ended January 31, 2025 and 2024. As of January 31, 2026, there was approximately $40.5 million of unrecognized equity-based compensation related to unvested options to be expensed over a weighted average period of 4.1 years.

Profits Units

As part of the Corporate Reorganization, the Company exchanged all of the Profits Units outstanding for shares of the Company's Class B common stock. As adjusted for the Reverse Split, the number of shares of the Company's restricted Class B common stock issued in the Corporate Reorganization for any award was equal to the quotient of (a) the product of an award’s (i) number of Profits Units and (ii) the excess of the IPO price of $8.00 over the hurdle rate, and (b) the IPO price of $8.00. Holders of Profits Units awards whose hurdle rate exceeded the IPO price did not receive any shares of the Company’s Class B common stock as the awards were deemed to be out-of-the-money. Any shares of the Company’s Class B common stock issued in exchange for Profits Units are subject to the same time-based vesting conditions and tranche schedules of the original awards. The Company issued 29,649 shares of Class B common stock with a grant date fair value of $8.00 per share, which was added to the remaining unrecognized compensation expense from the Profits Units, all of which were subject to transfer restrictions and forfeitures pending the fulfillment of the time-based vesting conditions as of the date of grant.

Additionally, all holders of Profits Units were granted options to purchase shares of the Company’s Class A common stock ("Make Whole Options") at an exercise price of $8.00

per share, the IPO price. The number of Make-Whole Options granted to a former holder of a Profits Units award was equal to the number of Profits Units outstanding for the award as of the date of the exchange, as adjusted for the Reverse Split, less any restricted shares of Class B common stock the holder received in exchange for their Profits Units award. All Make-Whole Options retained the original time-based vesting conditions of the legacy awards, which may include accelerated vesting upon a change in control or termination of the grantee. On the modification date, the Company measured the fair value of the Make-Whole Options using the Black-Scholes model based on the awards’ terms and market conditions, including the exercise price, expected volatility, expected term, risk-free rate, and expected dividends. These Make-Whole Options are equity classified. The Company determined that the 2,467,017 issued Make-Whole Options had a weighted average grant date fair value of $4.40 per share.

The conversion of the Profits Units into shares of the Company's Class B common stock and issuance of Make-Whole Options was accounted for as a modification under ASC 718. The incremental fair value for vested awards was recognized on the modification date, while any unrecognized compensation expense for the original Profits Units and any incremental fair value for the unvested awards is recognized over the remaining service period. The full fair value of Make-Whole Options issued for the Profits Units represents the incremental fair value. Compensation expense is recognized concurrent with vesting and the general vesting schedules of the awards are 40% on the first vesting date, followed by 20% annually thereafter. The Company recognized compensation cost related to Make-Whole Options of approximately $4.7 million during the year ended January 31, 2026.

The total fair value of Profits Units vested during the years ended January 31, 2026, 2025, and 2024 was approximately $0.2 million, $1.7 million, and $1.0 million, respectively.

The Company recognized compensation cost related to Profits Units through the date of their exchange of approximately $2.0 million for the year ended January 31, 2026. Compensation cost related to the Profits Units was approximately $1.9 million and $1.2 million for the years ended January 31, 2025 and 2024, respectively. No portion of the related cost was capitalized during the year ended January 31, 2026.

Restricted Stock

The Company granted shares of the Company's restricted common stock to certain Service Providers, primarily to (i) employees of acquired businesses (Class A common stock) and (ii) employees who previously held Profits Units (Class B common stock) as discussed above. The shares of restricted Class B common stock issued in exchange for Profits Units remain subject to the original time-based vesting conditions of the terminated Profits Units. The Company recognizes stock-based compensation expense for restricted stock awards on a straight-line basis over the requisite service period. In connection with the Corporate Reorganization, the Company issued 29,649 shares of the Company's Class B common stock in exchange for all Profits Units outstanding as of the Corporate Reorganization.

The Company recognized $0.5 million of stock-based compensation expense related to awards of Class A and B common stock during the year ended January 31, 2026, which includes the amortization of the remaining unrecognized compensation for the Profits Units subsequent to their modification as described above. Remaining unamortized expense of $7.1 million is expected to be recognized over a weighted average period of 3.4 years.

Restricted Stock Units

During the year ended January 31, 2026, the Company granted 150,000 RSUs, which had a grant date fair value of $8.00 per unit, in connection with initial appointments to the board of directors, with an aggregate grant date fair value of $1.2 million. The RSUs will vest in two equal tranches upon the first and second annual stockholders' meetings following the grant date.

The Company recognized $0.2 million of stock-based compensation expense related to RSUs during the year ended January 31, 2026. As of January 31, 2026, all RSUs granted remained outstanding. Remaining unamortized expense of $1.0 million is expected to be recognized over a weighted average period of 1.5 years.

Equity Notes Receivable

In July 2014, the Company entered into Common Unit Purchase Agreements (“CUP Agreements”) with three employees in connection with the issuance of Equity Notes Receivable (see Note 19, Related Party Transactions). Under the CUP Agreements, the Company issued 2,709,574 common membership units at a purchase price of $0.20 per unit. The employees financed their purchases using proceeds from the Equity Notes Receivable, which are non-recourse in nature. For accounting purposes, the Common Units are treated as in-substance stock options.

The Common Units were fully vested and exercisable upon issuance. The Company measured the associated compensation cost at the grant date fair value using the Black-Scholes model. The resulting compensation expense was recognized immediately, with a corresponding credit to additional paid-in capital (“APIC”).

The Equity Notes Receivable have been amended five times to extend their maturity, most recently to December 31, 2026. Because the Common Units are accounted for as in-substance options, each modification was evaluated as an option modification under ASC 718. Incremental compensation expense was measured based on the change in fair value at each modification date. The December 31, 2024 modification resulted in additional compensation expense of approximately $20.0 thousand, which was recognized immediately as the awards were fully vested.

The Common Units are not considered outstanding for accounting purposes until the Equity Notes Receivable are settled. As of January 31, 2026, none of the Common Units had been forfeited.

The Company recognized nil and immaterial amounts in equity-based compensation expense related to the Common Units during the fiscal years ended January 31, 2026 and 2025, respectively. This expense is included in general and administrative expense in the consolidated statements of operations. As of January 31, 2026, there was no unrecognized compensation cost related to these awards.

VR Call Options

On December 31, 2024 (the “VR Call Option Grant Date”), the Company entered into the VR Call Options with certain co-founders of Visitor Reach in connection with the Company’s acquisition of a majority interest in Visitor Reach. For further details, refer to Note 3, Variable Interest Entities and Note 4, Business Combinations. The VR Call Options give the holders the right, but not the obligation, to purchase up to 332 Visitor Reach common units from the Company for $1,506 per unit.

The call right becomes exercisable on the third anniversary of the Grant Date and remains outstanding for 12 months thereafter. Exercisability is contingent upon each holder’s continuous service to VR through the date of exercise; unexercised options are forfeited upon earlier termination of service. The VR Call Options are accounted for as equity-classified awards under ASC 718 because (1) the options are settled in Visitor Reach equity units, (2) the Company cannot be required to settle the awards in cash or other assets, and (3) the VR Call Options are contingent on the continued employment of the holders.

The awards were measured at grant-date fair value using a Black-Scholes model resulting in an aggregate grant-date fair value of $1.6 million. Compensation cost is recognized on a straight-line basis over the three-year requisite-service period with a corresponding credit to additional paid-in capital. No portion of the related cost was capitalized during the year ended January 31, 2026. The weighted average assumptions used in the Black-Scholes model were as follows:

During the year ended January 31, 2026, the options were not yet exercisable, and therefore the Company did not receive any cash from exercises. The Company recognized $0.4 million and an immaterial amount in compensation expense related to the VR call options during the years ended January 31, 2026 and 2025, respectively. As of January 31, 2026, $1.1 million of unrecognized compensation expense related to these options remains to be recognized over the requisite service period of three years.