Gloo Holdings (NASDAQ: GLOO) issues 1,159,264 shares for Westfall

Rhea-AI Filing Summary

Gloo Holdings, Inc. has completed its previously announced acquisition of Westfall Group, Inc., making Westfall a wholly owned subsidiary. On January 2, 2026, the company closed the Westfall Transaction and finalized the stock consideration.

As part of the closing, Gloo will issue 1,159,264 shares of its Class A common stock as merger consideration. These shares will be issued in an unregistered transaction relying on exemptions from registration under Section 4(a)(2) of the Securities Act of 1933 and Rule 506. This amendment is limited to updating the share count for the transaction previously described.

Insights

Equity Capital Markets Analyst

Gloo closes the Westfall acquisition using 1,159,264 new shares as consideration.

Gloo Holdings completed the Westfall Transaction by issuing 1,159,264 shares of Class A common stock as the agreed consideration. This confirms the equity component of the deal structure and indicates that the acquisition was financed with stock rather than cash, which can preserve liquidity while increasing the share count.

The issuance is being carried out as an unregistered offering under Section 4(a)(2) and Rule 506, which is typical for private, negotiated transactions. The practical impact for existing holders will depend on the company’s total shares outstanding and Westfall’s contribution to future results, details that are not provided in this excerpt. Subsequent periodic reports may discuss how the new subsidiary affects revenue, earnings, and integration progress.

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 2, 2026 (December 15, 2025)

GLOO HOLDINGS, INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware			001-42964	39-2250711
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
831 Pearl Street
Boulder, Colorado				80302
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: (303) 381-2645

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A common stock, par value $0.001 per share		GLOO		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Explanatory Note

As previously reported, on December 15, 2025, Gloo Holdings, Inc. (the "Company") entered into an agreement and plan of merger with Westfall Group, Inc. ("Westfall") pursuant to which Westfall agreed to merge with and into a subsidiary of the Company and become a wholly-owned subsidiary of the Company (the "Westfall Transaction"). The Company described the Westfall Transaction in its Current Report on Form 8-K filed with the Securities and Exchange Commission on December 17, 2025 (the "Original 8-K"). In Item 3.02 of the Original 8-K, the Company stated that it would report, by amendment to the Original 8-K, the total number of shares of the Company's Class A common stock issued at the closing of the Westfall Transaction.

Item 3.02 Unregistered Sales of Equity Securities

On January 2, 2026, the Company closed the Westfall Transaction, in connection with which the number of shares of Class A common stock of the Company to be issued as consideration was finally determined to be 1,159,264 shares. Such shares will be issued in reliance upon the exemptions from registration afforded by Section 4(a)(2) and Rule 506 promulgated under the Securities Act of 1933, as amended.

Except as expressly set forth herein, this Amendment does not amend the Original 8-K in any way and does not modify or update any other disclosures contained in the Original 8-K. This Amendment supplements the Original 8-K and should be read in conjunction with the Original 8-K.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			GLOO HOLDINGS, INC.
Date:	January 8, 2026	By:	/s/ Paul Seamon
			Paul Seamon Chief Financial Officer

FAQ

What did Gloo Holdings (GLOO) announce in this 8-K/A?

Gloo Holdings reported that it has closed the previously announced merger with Westfall Group, Inc., and that Westfall has become a wholly owned subsidiary. The amendment specifies the final number of Gloo Class A shares issued as merger consideration.

How many Gloo (GLOO) shares were issued for the Westfall acquisition?

Gloo will issue 1,159,264 shares of its Class A common stock as consideration in the Westfall Transaction. This share amount was determined at closing on January 2, 2026.

When did Gloo (GLOO) close the Westfall Transaction?

The Westfall Transaction closed on January 2, 2026, at which point the final stock consideration of 1,159,264 Class A shares was determined.

Were the Gloo (GLOO) shares issued in a registered offering?

No. The 1,159,264 Class A common shares issued as consideration in the Westfall Transaction will be issued in an unregistered transaction relying on exemptions from registration under Section 4(a)(2) and Rule 506 of the Securities Act of 1933.

Does this amendment change other details of Gloo’s original Westfall 8-K?

No. The amendment states that, except as expressly set forth, it does not modify or update other disclosures. It simply supplements the original report by providing the final share count issued at closing.

What type of security did Gloo (GLOO) use as merger consideration for Westfall?

Gloo used its Class A common stock, par value $0.001 per share, issuing 1,159,264 shares as the consideration for acquiring Westfall Group, Inc.