President and CEO Beck Scott Arthur bought $3,300,000 worth of shares (412,500 units at $8.00) (SEC Form 4)
$GLOO
EDP Services
Technology
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Gloo Holdings, Inc. [ GLOO ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/20/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class A Common Stock | 11/20/2025 | P | 412,500(1) | A | $8 | 412,500 | I | See footnote(2) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Class B Common Stock(3) | (3) | 11/20/2025 | C | 15,984,099 | (3) | (3) | Class A Common Stock | 15,984,099 | (3) | 28,759,750 | I | See footnote(2) | |||
| Class B Common Stock(4) | (4) | (4) | (4) | Class A Common Stock | 1,166,666 | 1,166,666 | D | ||||||||
| Class B Common Stock(4) | (4) | (4) | (4) | Class A Common Stock | 1,833,333 | 1,833,333 | I | See footnote(5) | |||||||
| Class B Common Stock(4) | (4) | (4) | (4) | Class A Common Stock | 500,000 | 500,000 | I | See footnote(6) | |||||||
| Class B Common Stock(4) | (4) | (4) | (4) | Class A Common Stock | 88,889 | 88,889 | I | See footnote(7) | |||||||
| Class B Common Stock(4) | (4) | (4) | (4) | Class A Common Stock | 384,615 | 384,615 | I | See footnote(8) | |||||||
| Explanation of Responses: |
| 1. Represents 312,500 shares of Class A common stock acquired by Pearl Street Trust pursuant to an issuer directed allocation in connection with the Issuer's initial public offering. Scott Beck and his spouse are trustees of Pearl Street Trust and may be deemed to have beneficial ownership of such shares. |
| 2. Shares held of record by Pearl Street Trust. |
| 3. Represents shares of Class B common stock issued pursuant to the terms of the Gloo Holdings, LLC omnibus amendment to the amended and restated note purchase agreement and secured promissory notes dated October 23, 2025. Immediately prior to the closing of the initial public offering of Gloo Holdings, Inc., all outstanding principal and accrued but unpaid interest, including both PIK and unpaid coupon interest, of the convertible notes automatically converted into shares of Class B common stock of Gloo Holdings, Inc. at the lesser of (a) 80.0% of the initial public offering price or (b) $30.00 per share. The Class B Common Stock is convertible at any time, at the holder's election, into Class A Common Stock on a 1:1 basis and has no expiration date. |
| 4. The Class B Common Stock is convertible at any time, at the holder's election, into Class A Common Stock on a 1:1 basis and has no expiration date. |
| 5. Shares held of record by The Theresa Beck 2020 Irrevocable Trust dated May 30, 2020. Mr. Beck is the trustee of The Theresa Beck 2020 Irrevocable Trust dated May 30, 2020 and may be deemed to have beneficial ownership of such shares. |
| 6. Shares held of record by The Scott A. Beck 2025 Irrevocable Trust. Mr. Beck is the trustee of The Scott A. Beck 2025 Irrevocable Trust and may be deemed to have beneficial ownership of such shares. |
| 7. Shares of held of record by Bowanabee Foundation. Mr. Beck is a director of Bowanabee Foundation and may be deemed to have beneficial ownership of such shares. |
| 8. Shares held of record by Gloo Enterprises, LLC. Mr. Beck, the manager of Gloo Enterprises, LLC may be deemed to have beneficial ownership of such shares. |
| Jeffrey Bojar, Attorney in fact on behalf of Scott Arthur Beck | 11/20/2025 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||