Gloo Holdings, Inc. (GLOO) director-related LLC purchases 615,384 Class A shares at $3.25
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Gloo Holdings, Inc. director Derek Todd Green reported an indirect purchase of 615,384 shares of Class A common stock at $3.25 per share through HL American Investments LLC in a firm commitment underwritten public offering that closed on July 10, 2026. Following this, he is reported as beneficially owning 865,384 Class A shares indirectly, 25,000 Class A shares directly, and 55,555 Class B shares indirectly, with the Class B convertible into Class A on a 1:1 basis.
Positive
- None.
Negative
- None.
Insights
Director-linked entity bought a sizable block in the public offering.
Director Derek Todd Green, through HL American Investments LLC, purchased 615,384 shares of Class A common stock at $3.25 per share in a firm commitment underwritten public offering that closed on July 10, 2026. This is recorded as an indirect open-market purchase tied to the offering rather than a secondary sale.
After the transaction, the filing shows indirect holdings of 865,384 Class A shares, direct holdings of 25,000 Class A shares, and 55,555 Class B shares held indirectly. The Class B stock is convertible into Class A on a 1:1 basis, adding potential equity exposure if converted. Footnotes indicate Green may be deemed to have beneficial ownership over shares held by HL American Investments LLC, so economic interests are aligned but mediated through that entity.
Additional context notes that 55,555 Class B shares correspond to restricted stock units that vest over one and two annual stockholder meeting cycles, contingent on Green continuing as an Outside Director under the company’s compensation policy. This means a portion of his exposure depends on both future service and governance timelines around stockholder meetings.
Insider Trade Summary
Net Buyer: 615,384 shares ($1,999,998)
Net Buy
3 txns
Insider
Green Derek Todd
Role
null
Bought
615,384 shs ($2.00M)
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Purchase | Class A Common Stock | 615,384 | $3.25 | $2.00M |
| holding | Class B Common Stock | -- | -- | -- |
| holding | Class A Common Stock | -- | -- | -- |
Holdings After Transaction:
Class A Common Stock — 865,384 shares (Indirect, See footnote);
Class B Common Stock — 55,555 shares (Indirect, See footnote);
Class A Common Stock — 25,000 shares (Direct, null)
Footnotes (1)
- On July 8, 2026, Gloo Holdings, Inc. (the "Issuer") entered into an underwriting agreement in connection with a firm commitment underwritten public offering (the "Offering"), which closed on July 10, 2026. HL American Investments LLC purchased 615,384 shares of the Issuer's Class A common stock in the Offering at the public offering price of $3.25 per share. Shares held of record by HL American Investments LLC. Mr. Green is the assistant vice president of investments of HL American Investments LLC and may be deemed to have beneficial ownership of the shares held of record by HL American Investments LLC. Represents an equal number of restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of the Issuer's Class A common stock on the date it vests. One-half (1/2) of the RSUs will vest on the day of the first annual stockholder meeting following the grant date of the RSUs, or, if earlier, on the one-year anniversary of the grant date and one-half (1/2) of the RSUs will vest on the day of the second annual stockholder meeting following the grant date, or, if earlier, on the two-year anniversary of the grant date, subject to the Reporting Person continuing to be an Outside Director (as defined in the Issuer's Outside Director Compensation Policy) through each such vesting date. 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.
Key Figures
Shares purchased: 615,384 shares of Class A common stock
Purchase price: $3.25 per share
Indirect Class A holdings: 865,384 shares
+3 more
6 metrics
Shares purchased
615,384 shares of Class A common stock
Purchased by HL American Investments LLC at $3.25 per share in the Offering that closed on July 10, 2026
Purchase price
$3.25 per share
Public offering price paid for 615,384 Class A shares by HL American Investments LLC
Indirect Class A holdings
865,384 shares
Total Class A common stock held indirectly following the reported transaction
Direct Class A holdings
25,000 shares
Class A common stock held directly following the reported transaction
Class B holdings (convertible)
55,555 shares
Class B common stock held indirectly, convertible into Class A common stock on a 1:1 basis
Net shares bought
615,384 shares
Net buy volume across reported transactions, as summarized in transactionSummary
Key Terms
firm commitment underwritten public offering, beneficial ownership, restricted stock units ("RSUs"), Outside Director Compensation Policy, +1 more
5 terms
firm commitment underwritten public offering financial
"entered into an underwriting agreement in connection with a firm commitment underwritten public offering"
A firm commitment underwritten public offering is when an investment bank agrees to buy all new shares from a company at an agreed price and then resell them to investors, taking on the risk that it must sell the stock. Think of it like a retailer buying a full shipment up front so the seller is guaranteed cash. For investors, it guarantees the company will raise a specific amount but can dilute existing shareholders and affect market price depending on how the resale goes.
beneficial ownership financial
"may be deemed to have beneficial ownership of the shares held of record"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
restricted stock units ("RSUs") financial
"Represents an equal number of restricted stock units ("RSUs"). Each RSU represents a contingent right"
Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.
Outside Director Compensation Policy financial
"subject to the Reporting Person continuing to be an Outside Director (as defined in the Issuer's Outside Director Compensation Policy)"
Class B common stock financial
"The Class B common stock is convertible at any time, at the holder's election, into Class A"
A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.
FAQ
What insider transaction did Derek Todd Green report for GLOO?
Derek Todd Green reported an indirect purchase of 615,384 Class A shares of Gloo Holdings, Inc. at $3.25 per share through HL American Investments LLC in a firm commitment underwritten public offering that closed on July 10, 2026.
What indirect GLOO holdings are attributed to Derek Todd Green via HL American Investments LLC?
The Form 4 states that shares are held of record by HL American Investments LLC, and that Derek Todd Green may be deemed to have beneficial ownership of those shares, which include 615,384 newly purchased Class A shares and additional holdings totaling 865,384 Class A shares indirectly.
What is the significance of GLOO’s Class B common stock in Derek Todd Green’s holdings?
Derek Todd Green is reported with 55,555 shares of Class B common stock held indirectly. A footnote explains that GLOO’s Class B common stock is convertible into Class A common stock on a 1:1 basis and has no expiration date, providing potential additional Class A exposure.
How are Derek Todd Green’s restricted stock units in GLOO structured?
A footnote explains that certain holdings represent restricted stock units (RSUs), each RSU equal to one Class A share upon vesting. One-half vests at the first annual stockholder meeting (or one-year anniversary), and the other half at the second meeting (or two-year anniversary), subject to him continuing as an Outside Director.